Exhibit 4.1**STOCK PURCHASE AGREEMENT****by and between****CENTENNIAL DOMINICAN REPUBLIC HOLDING CORP.****and****TRILOGY INTERNATIONAL DOMINICAN REPUBLIC LLC****Dated as of November 21, 2006**     THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as ofNovember 21, 2006 by and among Centennial Dominican Republic Holding Corp., a Delawarecorporation (“Seller”), Trilogy International Dominican Republic LLC, a Delaware limitedliability company (“Buyer”), solely for purposes of Sections 4.14,4.18and 9.15, Centennial Cellular Operating Co. LLC, a Delaware limited liabilitycompany, and, solely for purposes of Sections 4.19,6.2 and 9.16,Trilogy International Partners LLC, a Washington limited liability company.     WHEREAS, Seller owns all of the equity interests (collectively, the “Shares”) inAll America Cables and Radio, Inc., a company organized under the laws of Grand Cayman (the“Company”);     WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, theShares on the terms and conditions set forth herein; and
 

 
     WHEREAS, Buyer and Seller desire to make certain representations, warranties, covenants andagreements in connection with this Agreement.     NOW THEREFORE, in consideration of the foregoing and the representations, warranties,covenants and agreements contained herein, and intending to be legally bound hereby, Seller andBuyer agree as follows:  I. **PURCHASE AND SALE**          1. Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell toBuyer, and Buyer agrees to purchase from Seller (the “Purchase”), the Shares, free andclear of all Liens (as defined in Section 2.2(g)), at the Closing (as defined inSection 1.4).          2. Consideration. Upon the terms and subject to the conditions of this Agreement, the initial purchase pricefor all the Shares shall be the result of (i) the Base Purchase Price (as defined below), (ii)plus the absolute value of the Estimated Net Working Capital if the Estimated Net WorkingCapital is a positive number or (ii) minus the absolute value of the Estimated Net WorkingCapital if the Estimated Net Working Capital is a negative number (the “Initial PurchasePrice”). The Initial Purchase Price shall be payable and, as the case may be, adjusted, inaccordance with Section 1.5 and Section 1.7.     For the purposes of this Agreement, except as set forth in Section 1.2 of theSeller Disclosure Schedule: a. “Base Purchase Price” means U.S.$80,000,000. Base Purchase Price shall be calculated in accordancewith the terms set forth in Section 1.2 of the SellerDisclosure Schedule.  b. “Net Working Capital” means, withrespect to AACR-DR (as defined in Section 2.2(b)), as of theClosing Date (as defined in Section 1.4) or if such date isnot the last day of a calendar month, the last day of the then mostrecently ended calendar month (without double counting, in UnitedStates Dollars and using U.S. generally accepted accounting principles(“GAAP”) applied using the same accounting principles,procedures, policies and methods used in preparing the Balance Sheetand used historically by AACR-DR), the amount equal to: i. The sum of the following items: 1. cash and cashequivalents,
 

 
 2. accountsreceivables (net of allowances for doubtful oruncollectible accounts receivable),  3. inventory (netof reserves), and  4. prepaidexpenses to the extent any Related Entity (as definedin Section 2.1) remains entitled after theClosing to the benefits of the services or items inrespect of which prepayment has been made and, withrespect to prepaid expenses relating to prepaid taxes,such benefits will be realized on or prior to thesecond anniversary of the Closing Date (excludingdeferred tax assets), *minus* ii. the sum of: 1. accountspayable,  2. current accruedTaxes (as defined in Section 2.10(h)(i)),  3. current accruedexpenses, including employees compensation (includingaccrued but unused vacation time and benefits),  4. currentliabilities (as determined in accordance with GAAPapplied using the same accounting principles,procedures, policies and methods used in preparing theBalance Sheet) for customer deposits and deferredrevenues,  5. other currentliabilities and accrued expenses, and  6. Indebtednessfor Borrowed Money. c. “Indebtedness for Borrowed Money” ofany Person means, without duplication, (i) all obligations of suchPerson for borrowed money, (ii) all obligations of such Personevidenced by bonds, debentures, notes or similar instruments, (iii)all obligations of such Person under conditional sale or other titleretention agreements relating to property acquired by such Person,(iv) all obligations of such Person in respect of the deferredpurchase price of property or services (excluding accounts payableincurred in the ordinary course of business consistent with pastpractices), (v) all obligations of others secured by any Lien onproperty owned or acquired by such Person (to the extent of suchPerson’s interest in such property),
 

 
   whether or not the obligationssecured thereby have beenassumed, (vi) all guarantees by such Person of obligations of others,(vii) all obligations of such Person to pay rent or other amounts underany lease of (or other arrangement conveying the right to use) real orpersonal property, or a combination thereof, which obligations arerequired to be classified and accounted for as capital leases on abalance sheet of such Person under GAAP, (viii) all obligations,contingent or otherwise, of such Person as an account party in respectof letters of credit and letters of guaranty and (ix) all obligations,contingent or otherwise, of such Person in respect of bankers’acceptances. The Indebtedness for Borrowed Money of any Person shallinclude the Indebtedness for Borrowed Money of any other entity(including any partnership in which such Person is a general partner)to the extent such Person is liable, by contract, agreement or Law (asdefined in Section 2.6(a)), therefor as a result of suchPerson’s ownership interest in or other relationship with such entity,except to the extent that pursuant to the terms of such Indebtednessfor Borrowed Money such Person is not liable therefor.  d. “Estimated Net Working Capital” means(without double counting, in United States Dollars and using GAAPapplied using the same accounting principles, procedures, policies andmethods used in preparing the Balance Sheet and used historically byAACR-DR) Seller’s good faith estimate of Net Working Capital.          3. Determination of Estimated Net Working Capital. No later than three Business Days (as defined in Section 9.2) prior to Closing,Seller shall prepare and deliver to Buyer (a) a good faith estimate of the unaudited balancesheet of AACR-DR as of the Closing Date, or if such date is not the last day of a calendarmonth, the last day of the then most recently ended calendar month (the “Estimated ClosingBalance Sheet”) which shall be prepared using $US and using GAAP applied using the sameaccounting principles, procedures, policies and methods used in preparing the Balance Sheet andused historically by AACR-DR, and a Net Working Capital schedule based thereon setting forth theEstimated Net Working Capital and the estimated amounts of each of the items forming theEstimated Net Working Capital, (b) a Schedule showing the calculation of the Base PurchasePrice, (c) a certificate (the “Closing Certificate”) from an executive officer ofSeller, certifying that such Net Working Capital and Base Purchase Price schedules have beenprepared by Seller in accordance with the terms hereof and (d) reasonable documentationsupporting the amounts and calculations set forth in such schedules.
 

 
          4. Closing. The closing of the Purchase (the “Closing”) shall take place at 10:00 a.m., localtime, on a date to be specified by the parties (the “Closing Date”) which shall be nolater than the second Business Day after the satisfaction or waiver (to the extent permitted byapplicable Law) of the conditions set forth in Article V (other than those that, bytheir terms, are to be satisfied by action at the Closing, but subject to such satisfaction orwaiver) at the offices of Skadden, Arps, Slate, Meagher and Flom LLP, 4 Times Square, New York,New York, 10036.          5. Closing Deliveries by Buyer. Subject to the terms and conditions hereof, at Closing, Buyer shall deliver to Seller: a. an amount equal to the Initial Purchase Pricein immediately available funds by wire transfer to an accountdesignated by Seller, by notice to Buyer not later than two BusinessDays prior to the Closing Date;  b. the officer’s certificate provided for inSection 5.2(c); and  c. all other documents, instruments and writingsrequired to be delivered by Buyer at or prior to the Closing pursuantto this Agreement or any Buyer Related Agreement (as defined inSection 3.2).          6. Closing Deliveries by Seller. Subject to the terms and conditions hereof, at Closing, Seller shall deliver to Buyer: a. certificates representing the Shares dulyendorsed or accompanied by stock powers duly endorsed in blank, withany required transfer stamps affixed thereto;  b. the officer’s certificate provided for inSection 5.3(c);  c. letter of resignation of all directors of theRelated Entities and executive officers of the Related Entities thatwill remain employees of Seller or its Affiliates after the Closing;  d. a legal opinion of Dominican Republic counselto Seller, dated as of the Closing Date, substantially in the form setforth in Exhibit B hereto;  e. a certificate of good standing (or equivalentdocument) for each Related Entity;  f. a Form 8832 (as defined in Section4.16) for each of the Related Entities);  g. the certificate referred to in Section7.10;
 

 
 h. the minute books for each Related Entity; and  i. all other documents, instruments and writingsrequired to be delivered by Seller at or prior to the Closing pursuantto this Agreement or any Related Agreement (as defined in Section2.3(a)) or as may reasonably be required to consummate thetransactions contemplated by this Agreement.          7. Post-Closing Adjustment. As soon as practicable following the Closing Date, but in any event within 120 calendardays thereafter, Buyer shall prepare and deliver to Seller (w) the unaudited balance sheet ofAACR-DR as of the Closing Date, or if such date is not the last day of a calendar month, thelast day of the then most recently ended calendar month (the “Closing Balance Sheet”)which shall be prepared using $US and in accordance with GAAP applied using the same accountingprinciples, procedures, policies and methods used in preparing the Balance Sheet and usedhistorically by AACR-DR, and a Net Working Capital schedule based thereon setting forth each ofthe items forming the Net Working Capital as of the Closing Date, or if such date is not thelast day of a calendar month, the last day of the then most recently ended calendar month (the“Net Working Capital Adjustment Schedule”), (x) a schedule showing the calculation ofthe Base Purchase Price (the “Closing Purchase Price Schedule”), (y) a certificate froman executive officer of Buyer, certifying that such schedules have been prepared by Buyer inaccordance with the terms hereof and (z) reasonable documentation supporting the amounts andcalculations set forth in such schedule. a. The Closing Balance Sheet, the Net WorkingCapital Adjustment Schedule and the Closing Purchase Price Scheduleshall be final, binding and conclusive unless Seller notifies Buyer inwriting of any disagreement therewith (an “Objection Notice”)within thirty calendar days after its receipt thereof (such period,the “Objection Period”). During the Objection Period, and forso long as any dispute set forth in an Objection Notice remainsunresolved, upon reasonable advance notice Buyer shall afford Sellerand its advisors with reasonable access during normal business hoursto the financial records of AACR-DR so as to enable their review ofthe Closing Balance Sheet, the Net Working Capital Adjustment Scheduleand Closing Purchase Price Schedule. Any Objection Notice shall setforth Seller’s calculation of the Net Working Capital or the BasePurchase Price and shall specify in reasonable detail such items oramounts as to which Seller disagrees and shall state the reasons forsuch disagreement. Seller shall be deemed to have agreed with allother items and amounts contained in the Closing Balance Sheet, theNet Working Capital Adjustment Schedule and the Closing Purchase PriceSchedule which are not
 

 
   contained in an Objection Notice timely issued during the ObjectionPeriod.  b. If Seller duly delivers to Buyer an ObjectionNotice within the Objection Period, Seller and Buyer shall attempt toresolve such disputes, and any written resolution signed by Buyer andSeller as to any disputed amounts shall be final, binding andconclusive.  c. If Seller and Buyer are unable to resolve alldisputes reflected in the Objection Notice within thirty calendar daysafter receipt thereof (or such longer period as Buyer and Seller maymutually agree upon in writing) (the “Resolution Period”) thenSeller and Buyer shall promptly thereafter (but no later than fivecalendar days thereafter) submit the items remaining in dispute forresolution to an independent accounting firm of internationalreputation, which shall not be a “big four” accounting firm, mutuallyacceptable to Buyer and Seller (such accounting firm being referred toas the “Accounting Firm”). If Seller and Buyer are unable toagree upon a mutually acceptable Accounting Firm within such five dayperiod, the parties shall submit the selection of any Accounting Firmto the president of the American Arbitration Association, who shallselect an Accounting Firm and whose selection shall be final andbinding on Seller and Buyer. The Accounting Firm shall be instructedto deliver to Buyer and Seller a written report setting forth itsresolution of all the disputed items submitted to it (and a revised(x) Closing Balance Sheet and Net Working Capital Adjustment Scheduleand/or (y) Closing Purchase Price Schedule as a result thereof) aspromptly as practicable (but no later than thirty calendar days afteraccepting its appointment). Absent fraud or manifest error, thedetermination by the Accounting Firm (and the revised Net WorkingCapital Adjustment Schedule and/or Closing Purchase Price Scheduleresulting therefrom) shall be final, binding and conclusive on theparties as of the date of such resolution, including with respect tothe issue as to whether the Accounting Firm had authority under thisSection 1.7(d) to resolve such disputes. “Final, binding andconclusive” shall mean that the aforesaid determination and final NetWorking Capital Adjustment and/or Base Purchase Price, as the case maybe, shall have the same preclusive effect for all purposes as if suchdetermination had been embodied in a final judgment, no longer subjectto appeal, entered by a court of competent jurisdiction after full andfair litigation on the merits. Seller and Buyer shall deliver or makeavailable to the Accounting Firm the work papers and back-up materialssupporting such party’s
 

 
   calculations relating to the disputed amounts, as requested by theAccounting Firm and to the extent available to Seller, Buyer and theirrespective Representatives. Seller and Buyer shall be afforded theopportunity to present to the Accounting Firm material related to theunresolved disputes and to discuss the issues with the Accounting Firmpursuant to rules of engagement to be mutually agreed upon, includingthat there shall be no contact with the Accounting Firm without thepresence of a Representative of both Seller and Buyer. Thedetermination of the Accounting Firm shall be limited to the disputeditems submitted to it and shall not include any item in the ClosingBalance Sheet, the Net Working Capital Adjustment Schedule or theClosing Purchase Price Schedule as to which Seller has not disagreed inits Objection Notice or which was resolved by the parties during theResolution Period. The fees and expenses of the Accounting Firm shallbe borne by Buyer and Seller in proportion to the amount of thedisputed item(s) with respect to which such party’s claim wasunsuccessful.  d. Within five calendar days after the date ofdetermination by the Accounting Firm (or of any earlier resolution bythe parties of all disputed issues) or, if Seller did not timelydeliver an Objection Notice, within five calendar days after theexpiration of the Objection Period: i. if the Initial Purchase Pricepaid at Closing exceeds the Adjusted Purchase Price, Sellershall pay Buyer an amount equal to the difference between theInitial Purchase Price and the Adjusted Purchase Price, inimmediately available funds by wire transfer to an accountdesignated by Buyer; and  ii. if the Adjusted Purchase Priceexceeds the Initial Purchase Price paid at Closing, Buyershall pay Seller an amount equal to the difference between theAdjusted Purchase Price and the Initial Purchase Price, inimmediately available funds by wire transfer to an accountdesignated by Seller. e. For the purposes of this Agreement: i. “Adjusted PurchasePrice” means the result of (x) the Base Purchase Price (asset forth on the Closing Purchase Price Schedule, as amendedand revised to reflect any determination or resolution inaccordance with clauses (b) through (d) of this Section1.7) (y) either (aa) plus the absolute value ofthe Final Net Working
 

 
   Capital, if theFinal Net Working Capital is a positive number, or (bb)minus the absolute value of the Final Net WorkingCapital, if the Final Net Working Capital is a negative number.  ii. “Final Net WorkingCapital” means the Net Working Capital based on the NetWorking Capital Adjustment Schedule, as amended and revised toreflect any determination or resolution in accordance withclauses (b) through (d) of this Section 1.7.          8. Intercompany Accounts. Prior to the Closing Date, all intercompany accounts (including intercompany loans) betweenany of the Related Entities, on the one hand, and Seller and its Affiliates (excluding theRelated Entities), on the other hand, shall be terminated, cancelled or contributed to thecapital of the Company.          9. Allocation of Purchase Price. a. Buyer and Seller shall endeavor in good faithto agree, within one hundred twenty (120) days after the Closing Date,on the allocation of the total consideration among the assets of theCompany (the “Allocation”). The Allocation shall be made inaccordance with Section 1060 of the Internal Revenue Code of 1986, asamended (the “Code”), and the rules and regulationspromulgated thereunder.  b. Except as may be required by a determination(as defined under Section 1313(a) of the Code or any similar state orlocal Tax law), Buyer and Seller agree to act in accordance with theAllocation in the preparation and filing of all Tax Returns (includingfiling a Form 8594 with their respective federal income Tax Returnsfor the taxable year that includes the Closing Date and any otherforms or statements required by the Code, Treasury Regulations, theInternal Revenue Service or any applicable Tax Authority) and in thecourse of any Tax proceeding.  c. In the event that Buyer and Seller do not agreeon the Allocation, Buyer and Seller (and their respective Affiliates)shall settle any such disputes in the manner provided in Section7.4, except that for purposes of this Section 1.9(c) theSettlement Accountants (as defined in Section 7.4) shall haveexpertise in appraising the fair market value of assets of the natureowned by
 

 
   AACR-DR and need not be experienced in Dominican Republic TaxLaw.  d. Buyer and Seller shall promptly inform oneanother of any challenge by any Tax Authority to any allocation madepursuant to this Section 1.9 and shall consult and keep oneanother informed with respect to the status of, and any discussion,proposal or submission with respect to, such challenge.  II.**REPRESENTATIONS AND WARRANTIES OF SELLER**     Except as disclosed in the corresponding section of the disclosure schedule delivered bySeller to Buyer immediately prior to the execution of this Agreement (the “Seller DisclosureSchedule”) (it being agreed that disclosure of any item in any section of the SellerDisclosure Schedule shall be deemed disclosure with respect to any other section of thisAgreement to which the relevance of such item is readily apparent from the face of suchdisclosure), Seller represents and warrants to Buyer as follows:          1. Qualification, Organization. Each of the Company and each of the Subsidiaries (as defined in Section 9.2) of theCompany (the “Related Subsidiaries,” and collectively with the Company, the “RelatedEntities”) is a corporation, partnership or other entity duly organized, validly existingand in good standing under the laws of its jurisdiction of incorporation or organization and hasthe requisite corporate or company power (as the case may be) and authority to own, lease andoperate its properties and assets and to conduct its business as it is now being conducted.Each Related Entity is duly qualified or licensed to do business and is in good standing in eachjurisdiction in which the ownership of its properties or the conduct of its business requiressuch qualification, except for jurisdictions in which the failure to be so qualified, licensedor in good standing has not had, and would not reasonably be expected to have a Material AdverseEffect (as hereinafter defined). As used in this Agreement, any reference to any state offacts, event, circumstance, development, change or effect having a “Material AdverseEffect” means any state of facts, event, circumstance, development, change or effect that,individually or in the aggregate, has had a material adverse effect on the business, properties,assets, operations, or condition (financial or otherwise) of the Related Entities, taken as awhole, but shall not include states of facts, events, circumstances, developments, changes oreffects (i) (A) generally affecting the telecommunications industry in the Dominican Republic,including (x) regulatory and political requirements and developments generally affecting thetelecommunications industry in the Dominican Republic, including the provisions of Law 153-98 ofthe Dominican Republic and (y) in respect of publicly disclosed tax liability of VerizonDominicana or its Affiliates asserted by the Dominican Republic taxing authority in connectionwith the announced acquisition of Verizon Dominicana, (B) generally affecting the economic,political or
 

 
financial market conditions in the Dominican Republic, (C) resulting from seasonalfluctuation affecting the Related Entities, consistent with the past financial performance ofthe Related Entities, (D) resulting from changes in GAAP or theaccounting rules and regulations of the U.S. Securities and Exchange Commission (“SEC”)or (E) resulting from any acts of terrorism or war, or (ii) resulting from the announcement orthe existence of this Agreement and the transactions contemplated hereby. The copies of theRelated Entities’ organizational documents which have been delivered or made available to Buyerare complete and correct copies thereof, each as amended through the date hereof. None of theRelated Entities is in violation of any provision of its respective organizational documents.          2. Capital Stock. The authorized share capital of the Company consists of (i) 10,000 shares of cumulativeredeemable preference stock, of which 490 shares are issued and outstanding, and (ii) 1,000ordinary shares, of which 175 shares are issued and outstanding, and all of such issued andoutstanding shares of the Company constitute the Shares. Other than as specifically set forthin the previous sentence, there are no other equity interests of the Company issued oroutstanding. Except as set forth on Section 2.2(a) of the Seller Disclosure Schedule,Seller is the record and beneficial owner of all of the Shares free and clear of all Liens (asdefined below). All of the outstanding Shares have been duly authorized and validly issued andare fully paid and non-assessable, and, except as set forth in the Company’s organizationaldocuments, none of the Shares are subject to any obligation to make additional capitalcontributions to the Company. As of the date hereof, there are no outstanding subscriptions,warrants, calls, options, convertible securities or similar rights, agreements, or commitmentsrelating to the issuance of capital stock of the Company obligating Seller, the Company or anyof their respective Affiliates to (A) issue, dispose, transfer or sell any capital stock, equityinterests, voting securities or securities convertible into or exchangeable for capital stock,equity interests or voting securities of the Company, (B) grant, extend or enter into any suchsubscription, warrant, call, option, convertible security, right of first refusal, tag-alongright, drag-along right or similar right, agreement or commitment, (C) purchase, repurchase,redeem or otherwise acquire any such shares of capital stock or equity interests, or (D) makepayments pursuant to any stock based or stock related plan or award. The Shares are not subjectto, or issued in violation of, any preemptive right, purchase option, call option, right offirst refusal, subscription right or similar right. Upon consummation of the Purchase, Buyerwill receive good title to the Shares, free and clear of all Liens and Buyer will be the soleshareholder of the Company. a. Section 2.2(b) of the Seller DisclosureSchedule sets forth the name, jurisdiction of organization orincorporation, authorized share capital and the current ownership ofoutstanding shares, partnership interests, or other ownershipinterests (collectively, “Related Subsidiary Shares”) of eachRelated Subsidiary. Except as set forth on Section 2.2(b) ofthe Seller Disclosure Schedule, the Related Entities do not, directlyor indirectly,
 

 
   own, of record or beneficially, any debt securities,voting securities or other equity interest in or control anycorporation, partnership,limited liability company, joint venture, association, trust or otherform of legal entity. Except as set forth on Section 2.2(b) ofthe Seller Disclosure Schedule, the Company is the record andbeneficial owner of all of the outstanding Related Subsidiary Shares ofAll America Cables and Radio, Inc. – Dominican Republic(“AACR-DR”), a British Virgin Islands corporation, free andclear of all Liens. Except as set forth on Section 2.2(b) ofthe Seller Disclosure Schedule, AACR-DR is the record and beneficialowner of all of the outstanding Related Subsidiary Shares of CentennialDominicana, C. Por A., a Dominican Republic corporation(“Centennial Dominicana”), free and clear of all Liens. All ofthe outstanding Related Subsidiary Shares have been duly authorized andvalidly issued and are fully paid and non-assessable and none of theRelated Subsidiary Shares are subject to any obligation to makeadditional capital contributions to any Related Subsidiary. As of thedate hereof, (x) there is no capital stock or other equity interests ofany Related Subsidiary issued or outstanding except for the RelatedSubsidiary Shares and (y) there are no outstanding subscriptions,warrants, calls, options, convertible securities or similar rights,agreements or commitments relating to the issuance of capital stock ofany Related Subsidiary obligating Seller, any Related Entity, or any oftheir respective Affiliates, to (A) issue, dispose, transfer or sellany capital stock, equity interests, voting securities or securitiesconvertible into or exchangeable for capital stock, equity interests orvoting securities of any Related Subsidiary, (B) grant, extend or enterinto any such subscription, warrant, call, option, convertiblesecurity, right of first refusal, tag-along right, drag-along right orsimilar right, agreement or commitment, (C) purchase, repurchase,redeem or otherwise acquire any such shares of capital stock or equityinterests, or (D) make payments pursuant to any stock based or stockrelated plan or award. The Related Subsidiary Shares are not subjectto, or issued in violation of, any preemptive right, purchase option,call option, right of first refusal, subscription right or similarrights.  b. None of the Related Entities has outstandingbonds, debentures, notes or other obligations, the holders of whichhave the right to vote (or which are convertible into or exercisablefor securities having the right to vote) with the securityholders ofany of the Related Entities on any matter.
 

 
 c. Except as set forth on Section 2.2(b)of the Seller Disclosure Schedule, there are no voting trusts,proxies, shareholderagreements or other agreements or understandings with respect to thevoting of the Shares or the Related Subsidiary Shares.  d. The Company has transacted no business sinceJanuary 14, 2000, and prior to Closing will transact no business, andhas no assets, Liabilities or obligations, and prior to Closing willhave no, assets, Liabilities or obligations, in each case, of anynature other than as set forth on Section 2.2(e) of the SellerDisclosure Schedule.  e. Centennial Dominicana has transacted nobusiness, and prior to Closing will transact no business, and has no,assets, Liabilities or obligations, and prior to Closing will have noassets, Liabilities or obligations, in each case, of any nature otherthan as set forth on Section 2.2(f) of the Seller DisclosureSchedule.  f. As used in this Agreement, “Lien” meansany mortgage, pledge, hypothecation, security assignment, depositarrangement, encumbrance, lien (statutory or other), or preference,priority or other security agreement or preferential arrangement ofany kind or nature whatsoever (including any conditional sale or othertitle retention agreement, any lease having substantially the sameeconomic effect as any of the foregoing, and any lien related to anyfiling of any financing statement under the Uniform Commercial Code orcomparable Law of any jurisdiction), any right of first refusal, rightto call, preemptive right or proxy right or any option, warrant orcommitment of any kind or nature.          3. Corporate Authority Relative to this Agreement; NoViolation. Seller has all requisite corporate power and authority to enter into this Agreement and allrelated agreements to be executed by Seller pursuant to this Agreement and the transactionscontemplated hereby (collectively, the “Related Agreements”) and to consummate thetransactions contemplated hereby and thereby. The execution, delivery and performance of thisAgreement, and all Related Agreements, by Seller and the consummation of the transactionscontemplated hereby and thereby have been duly and validly authorized by the Board of Directorsof Seller and approved by the sole stockholder of Seller and such authorizations and approvalhave not been revoked and are in full force and effect. No other corporate proceedings oractions on the part of the Company, Seller or Seller’s shareholder are necessary to authorizethe Agreement, the Related Agreements and consummation of the transactions contemplated by thisAgreement and the Related Agreements. This Agreement has been, and upon execution and deliveryof each Related Agreement, each such Related Agreement will have been, duly and validly executedand delivered by Seller and,
 

 
assuming this Agreement and each such Related Agreement constitutesa valid and binding agreement of the other parties hereto and thereto, constitutes a valid andbinding agreement of Seller, enforceable against Seller in accordance with its terms (except tothe extent that enforceability may be limited by applicable bankruptcy, insolvency,reorganization or other Laws affecting the enforcement of creditors’ rights generally or byprinciples governing the availability of equitable remedies). a. Other than the approvals set forth onSection 2.3(b) of the Seller Disclosure Schedule(collectively, the “Seller Approvals”), no authorization,consent or approval of, or filing with, any Dominican Republic, UnitedStates or foreign governmental or regulatory agency, commission,court, body, entity or authority having jurisdiction over any of theRelated Entities or any assets of the Related Entities and anypolitical subdivision thereof or any entity, body, regulatory oradministrative authority, agency, commission, court, tribunal orjudicial body exercising executive, legislative, judicial, regulatoryor administrative functions of or pertaining to foreign or DominicanRepublic or United States federal, state, provincial or localgovernment, including any quasi-governmental entity established toperform such functions (each a “Governmental Entity”) by or onbehalf of the Company or Seller is necessary for the consummation bySeller of the transactions contemplated by this Agreement, except forsuch authorizations, consents, approvals or filings that, if notobtained or made, has not had and would not reasonably be expected tohave a Material Adverse Effect or significantly impair or delay theconsummation of the transactions contemplated hereby.  b. Except as set forth on Section 2.3(c)of the Seller Disclosure Schedule, subject to the receipt of theSeller Approvals, the execution and delivery by Seller of thisAgreement does not, and the consummation of the transactionscontemplated hereby and compliance with the provisions hereof will not(i) result in any material violation of, or material default (with orwithout notice or lapse of time, or both) under, or give rise to aright of termination, cancellation or acceleration of any obligationor to the loss of a material benefit under any material loan,guarantee of indebtedness or credit agreement, note, bond, mortgage,indenture, lease, agreement, contract, instrument, permit, concession,franchise, right or license binding upon Seller or any of the RelatedEntities or result in the creation of any Lien upon any of theproperties or assets of Seller or any of the Related Entities, (ii)conflict with or result in any violation of any provision of thecertificate of incorporation or by-law or other equivalentorganizational document, in each case as
 

 
   amended, of Seller or any ofthe Related Entities, (iii) conflict with or violate any Laws (asdefined in Section 2.6(a)) applicable to, Seller or theCompany or any of their respective properties or assets or(iv) contravene, conflict with or result in a violation or breach of,or give any Governmental Entity the right to revoke, suspend or modify,any Applicable Permit (as defined in Section 2.6(b)) that isheld by Seller or a Related Entity or otherwise relates to the businessof a Related Entity, other than, in the case of clauses (iii) and (iv)above, any such violation, conflict, contravention, breach ormodifications that has not had, and would not reasonably be expected tohave, a Material Adverse Effect.          4. Reports and Financial Statements. Section 2.4 of the Seller Disclosure Schedule sets forth (a) the unaudited balancesheet of AACR-DR as of September 30, 2006 (the “Balance Sheet”), (b) the relatedunaudited statement of income for the three-month period ended on September 30, 2006 of AACR-DR,(c) the unaudited balance sheet and statement of income, change in stockholders equity and cashflow of AACR – DR as of and for the fiscal year ended June 30, 2006 and (d) audited balancesheets and statements of income, change in stockholders’ equity and cash flow of AACR-DR as ofand for the fiscal years ended June 30, 2004 and 2005 ((a) through (d) collectively, the“Financial Statements”). The Financial Statements are based on the books and records ofAACR-DR, have been prepared in accordance with GAAP (applied on a consistent basis throughoutthe periods covered thereby, except, (x) in the case of the unaudited financial statements inclauses (a) and (b) above, for recurring year-end audit adjustments, accruals not expected to bematerial and the absence of the notes required by GAAP, (y) in the case of the unauditedfinancial statements in clause (c) above, for recurring year-end audit adjustments and (z) inthe case of the financial statements in clause (d) above, which were prepared in accordance withInternational Financial Reporting Standards) and fairly present, in all material respects, thefinancial condition and results of operations of AACR-DR as of the respective dates and for therespective periods indicated therein. Since June 30, 2006, AACR-DR has not made any change inthe accounting practices or policies applied in the preparation of its financial statements,except as required by GAAP or applicable Laws.          5. No Undisclosed Liabilities. Except (i) as reflected or reserved against in the Balance Sheet, (ii) for Liabilities andobligations incurred in the ordinary course of business consistent with past practices sinceSeptember 30, 2006, (iii) Liabilities or obligations which have been discharged or paid in fullin the ordinary course of business consistent with past practices and (iv) Liabilities orobligations set forth on Section 2.5 of the Seller Disclosure Schedule, none of theRelated Entities has Liabilities or obligations in the aggregate that are material as of thedate hereof of any nature, whether or not accrued,
 

 
contingent or otherwise, that would berequired by GAAP to be reflected on a balance sheet of the Company. a. As used in this Agreement,“Liabilities” of any Person means all debts, liabilities andobligations of such Person, whether direct or indirect, accrued orunaccrued, fixed or contingent, matured or unmatured, known orunknown, whenever arising, including all indebtedness, Indebtednessfor Borrowed Money, commitments and “off-balance sheet” liabilities.          6. No Violation of Law; Permits. Each of the Related Entities is in compliance with and is not in default under, inviolation of or under investigation with respect to, has not been given written notice, defaultor violation of, and, to the Knowledge (as defined in Section 9.2) of Seller, has notbeen threatened to be charged with any violation of, any federal, state or local law, statute,ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agencyrequirement, license or permit of any Governmental Entity (collectively, “Laws”),applicable to each of them or any of their respective properties or assets, including theForeign Corrupt Practices Act of 1977, as amended, except where such non-compliance, default orviolation has not had, and would not reasonably be expected to have a Material Adverse Effect.Notwithstanding anything contained in this Section 2.6(a), no representation or warrantyshall be deemed to be made in this Section 2.6(a) in respect of matters regarding (i)communications Laws, which are the subject of the representations and warranties made inSection 2.14, (ii) Laws relating to employment and employment practices, which are thesubject of the representations and warranties made in Section 2.11 or (iii) Lawsrelating to pollution or protection of human health or the environment, which are the subject ofthe representations and warranties made in Section 2.17. a. The Related Entities are in possession of allfranchises, grants, authorizations, licenses, permits, easements,variances, exceptions, consents, certificates, approvals and orders ofany Governmental Entity necessary for the Related Entities to own,lease and operate their properties and assets or to carry on theirbusinesses as they are now being conducted (the “ApplicablePermits”), except where the failure, individually or in theaggregate, to have any of the Applicable Permits has not had, andwould not reasonably be expected to have a Material Adverse Effect.All Applicable Permits are in full force and effect, except where thefailure to be in full force and effect has not had, and would notreasonably be expected to have a Material Adverse Effect. Section2.6(b) of the Seller Disclosure Schedule lists all materialApplicable Permits.  b. To the Knowledge of Seller, none of themembers, managers, officers, agents or employees of Seller or anyRelated Entity
 

 
   has, in each case in connection with its business orthe business of any other Related Entity, (a) used any funds forunlawfulcontributions, gifts, entertainment or other unlawful expenses,including expenses related to political activity, (b) made any bribesor kickback payments, or (c) made any other unlawful payment.          7. Employee Benefit Plans. Section 2.7(a) of the Seller Disclosure Schedule lists all Applicable Benefit Planswhich provide annual benefits, individually or in the aggregate, to employees of the RelatedEntities in excess of U.S. $50,000. “Applicable Benefit Plans” means all employeebenefit plans, compensation arrangements and other benefit arrangements, whether or not“employee benefit plans” (within the meaning of Section 3(3) of the Employee Retirement IncomeSecurity Act of 1974, as amended (“ERISA”), whether or not subject to ERISA), providingcash- or equity-based incentives, health, medical, dental, disability, accident or lifeinsurance benefits or vacation, severance, retirement, pension or savings benefits, that aresponsored, maintained or contributed to by Seller or the Related Entities for the benefit ofemployees, directors, consultants, former employees, former consultants and former directors ofthe Related Entities and all employee agreements providing compensation, vacation, severance orother benefits to any officer, employee, consultant or former employee of the Related Entities,except to the extent providing benefits imposed or implied by applicable foreign Law.“Related Entity Applicable Benefit Plan” means any Applicable Benefit Plan sponsored,maintained or contributed to by the Related Entity. a. Neither Seller nor any ERISA Affiliate (asdefined in Section 2.7(e)) of Seller maintains or contributesto any benefit plan covered by Title IV of ERISA or Section 412 of theCode. None of Seller or the Related Entities has incurred anymaterial Liability or material penalty under Section 4975 of the Codeor Section 502(i) of ERISA or has engaged in any transaction which isreasonably likely to result in any material Liability or penalty. NoApplicable Benefit Plan or Related Entity Applicable Benefit Plan thatis not subject to U.S. Law provides for defined benefit pensionretirement benefits.  b. No Related Entity Applicable Benefit Plan is a“multiemployer plan,” as such term is defined in Section 3(37) ofERISA, or a “multiple employer plan” as such term is defined inSection 413 of the Code.  c. Seller has made available to Buyer copies ofeach Related Entity Applicable Benefit Plan or a description of suchRelated Entity Applicable Benefit Plan, as applicable. Each RelatedEntity Applicable Benefit Plan has been maintained in materialcompliance with its terms and with the requirements prescribed
 

 
   by any and all applicable statutes, orders, rules and regulations (includingany special provisions relating to qualified planswhere such Related Entity Applicable Benefit Plan was intended to soqualify) and has been maintained in good standing with applicableregulatory authorities.  d. For purposes of this Agreement, “ERISAAffiliate” means any business or entity which is a member of thesame “controlled group of corporations,” under “common control” or an“affiliated service group” with an entity within the meanings ofSections 414(b), (c) or (m) of the Code, or required to be aggregatedwith the entity under Section 414(o) of the Code, or is under “commoncontrol” with the entity, within the meaning of Section 400l(a)(14) ofERISA, or any regulations promulgated or proposed under any of theforegoing Sections of ERISA and the Code.  e. Section 2.7(f) of the Seller DisclosureSchedule sets forth, as of the date hereof, a list of each employee ofthe Related Entities and, where applicable, also sets forth the names,titles and monthly salaries.          8. Absence of Certain Changes or Events. Other than the transactions contemplated by this Agreement, since June 30, 2006, thebusinesses of the Related Entities have been conducted in the ordinary course consistent withpast practices and there has not been (a) any event, occurrence, development or state ofcircumstances or facts that has had, or would be reasonably expected to have a Material AdverseEffect or (b) any damage, destruction or other casualty loss with respect to any asset orproperty owned, leased or otherwise used by any Related Entity, whether or not covered byinsurance, except damage, destruction or loss that has not had and would not be reasonablyexpected to have a Material Adverse Effect.          9.Investigations; Litigation. Except as set forth onSection 2.9 of the Seller Disclosure Schedule or for mattersgenerally affecting the telecommunications industry in the Dominican Republic and notspecifically targeting any Related Entity, there are no (a) investigations or reviews pending(or, to the Knowledge of Seller, threatened) by any Governmental Entity with respect to Seller,any Related Entity or any of their respective properties, (b) material actions, suits orproceedings pending (or, to the Knowledge of Seller, threatened) against or affecting Seller orany Related Entity or any of their respective properties, at law or in equity, before anyGovernmental Entity or (c) material orders, judgments or decrees of, or before, any GovernmentalEntity affecting Seller, any Related Entity or any of their respective properties. Section2.9 of the Seller Disclosure Schedule sets forth any actions, suits, inquiries,investigations or proceedings pending (or, to the
 

 
Knowledge of Seller, threatened) against oraffecting Seller, any Related Entity or any of their respective properties, at law or in equity,before any Governmental Entity.          10. Taxes. Each of the Related Entities has (i) duly and timely filed (or there has been filed on itsbehalf) all material Tax Returns (as defined below) required to be filed by it (taking intoaccount all applicable extensions) with the appropriate Tax Authority (as defined below) and(ii) paid all material Taxes (as defined below) required by it to have been paid, whether or notshown as due on such Tax Returns. a. There are no Liens for Taxes upon any propertyor asset of any of the Related Entities except for Liens for Taxes notyet due and payable or for which adequate reserves have been providedin accordance with GAAP in the Balance Sheet.  b. There is no audit, examination, deficiency,refund litigation or proposed adjustment in progress, pending orthreatened in writing by any Tax Authority with respect to anymaterial Taxes of the Related Entities. As of the date hereof, noneof the Related Entities have received notice of any material claimmade by a Tax Authority in a jurisdiction where such Related Entitydoes not file a Tax Return, that such Related Entity is or may besubject to taxation by that jurisdiction.  c. There are no material outstanding writtenrequests, agreements, consents or waivers to extend the statutoryperiod of limitations applicable to the assessment of any Taxes or Taxdeficiencies against any of the Related Entities.  d. None of the Related Entities is a party to anyagreement (other than any agreements solely among the RelatedEntities) providing for the allocation, indemnification or sharing ofTaxes.  e. Each of the Related Entities is in materialcompliance with all applicable information reporting and Taxwithholding requirements.  f. No income of any Related Entity for DominicanRepublic Tax or other Tax purposes, and no Dominican Republic Tax orother Tax for which any Related Entity or Buyer would be liable, shallarise as a result of any of the transactions contemplated hereby,including as a result of the transactions contemplated bySections1.1 and 1.8.  g. As used in this Agreement:
 

 
 i. “Tax” means any and alltaxes of any kind (together with any and all interest,penalties, additions to tax and additional amounts imposedwith respect thereto)imposed by any Tax Authority, including taxes on or withrespect to income, accumulated earnings, personal holdingcompany, income, capital, transfers, stamps, franchises,windfall or other profits, gross receipts, property, sales,use, capital stock, payroll, employment, unemployment, socialsecurity, workers’ compensation or net worth, and taxes in thenature of excise, withholding, ad valorem or value added;  ii. “Tax Authority” meansany Governmental Entity responsible for the administration orcollection of any Taxes; and  iii. “Tax Return” means anyreturn, report or similar statement (including any attachedschedules) required to be filed with a Tax Authority withrespect to Taxes and any information return, claim for refund,amended return, or declaration of estimated Taxes.          11. Labor Matters. As of the date hereof, none of the Related Entities is a party to, or bound by, anycollective bargaining agreement (or similar agreement or arrangement in any foreign country)with employees, a labor union or labor organization. As of the date hereof, (i) there are nostrikes, slowdowns, work stoppages or lockouts with respect to any employees or contractors ofthe Related Entities in effect or, to the Knowledge of Seller, threatened, and (ii) to theKnowledge of Seller there is no union organizing effort pending or threatened against theRelated Entities. Each Related Entity is in compliance with all currently applicable Lawsrespecting employment and employment practices, terms and conditions of employment and wages andhours, and is not engaged in any unfair labor practice, the failure to comply with which orengagement in which, as the case may be, has not had or would not reasonably be expected to havea Material Adverse Effect. There is no material unfair labor practice, labor dispute (otherthan routine individual grievances) or labor arbitration proceeding pending or, to the Knowledgeof Seller, threatened against the Related Entities.          12. Intellectual Property. The Related Entities own, or are licensed or otherwise possess legally enforceable rightsto use, all material Intellectual Property (as defined below) used in their respectivebusinesses as currently conducted (the “Company Intellectual Property”). A complete andcorrect list of all applications and registrations for Company Intellectual Property owned bythe Related Entities is set forth on Section 2.12(a) of the Seller Disclosure Schedule.Subject to Section 4.12, the consummation of the transactions contemplated by thisAgreement will not materially alter or impair rights in any
 

 
Company Intellectual Property ownedby the Related Entities. Except as set forth on Section 2.12(a) of the SellerDisclosure Schedule, there are no material pending claimsor, to the Knowledge of Seller, claims threatened in writing by any Person challenging the useby the Related Entities of any Company Intellectual Property in their respective businesses ascurrently conducted. To the Knowledge of Seller, the conduct of the businesses of the RelatedEntities as currently conducted does not materially infringe upon any Intellectual Propertyrights or any other material proprietary right of any Person. As of the date hereof, none ofthe Related Entities has made any claim of a material violation or infringement by others of itsrights to or in connection with the Company Intellectual Property. None of the CompanyIntellectual Property owned by the Related Entities is subject to any outstanding order, ruling,decree, judgment or stipulation by any court, arbitrator, or administrative agency. a. The Company Intellectual Property listed onSection 2.12(a) of the Seller Disclosure Schedule is (i) ownedof record by one of the Related Entities and (ii) valid andsubsisting.  b. As used in this agreement, “IntellectualProperty” means (i) all inventions (whether patentable orunpatentable and whether or not reduced to practice), all improvementsthereto and all patents, patent applications and patent disclosures,together with all reissuances, continuations, continuations-in-part,revisions, extensions and reexaminations thereof, (ii) all trademarks,service marks, trade dress, logos, trade names and corporate names,and all goodwill associated therewith, and all applications,registrations and renewals in connection therewith, (iii) allcopyrightable works, all copyrights and all applications,registrations and renewals in connection therewith, (iv) all maskworks and all applications, registrations and renewals in connectiontherewith, (v) all trade secrets (including ideas, research anddevelopment, know-how, formulas, compositions, manufacturing andproduction processes and techniques, technical data, designs, drawingsand specifications), (vi) all computer software (including data andrelated documentation), and (vii) all other Intellectual Propertyrights.          13. Material Contracts. Except for contracts and agreements identified on Section 2.13 of the SellerDisclosure Schedule, as of the date hereof, no Related Entity is a party to (i) any agreementrelating to Indebtedness for Borrowed Money or any guaranty of Liabilities or obligations of anyPerson, (ii) any agreement that limits the ability of any Related Entity to compete in anygeographic area or that purports to limit the type of business in which any Related Entity mayengage or services any Related Entity may provide, or which restricts the ability of any RelatedEntity, to purchase any securities or other assets, (iii) any agreement that requires futureexpenditures or receipts by the Company or any Related Entity of (A) $US 100,000 or more in anyone-year period or
 

 
(B) $US 250,000 or more during the term of such agreement; (iv) any Cell SiteLeases (as defined below) or any other agreement for the lease of real property, in each case involvingpayments of $US 25,000 or more in any one-year period, (v) any material agreement with respectto any Intellectual Property, (vi) any agreement that by its terms limits the payment ofdividends or other distributions by any Related Entity, (vii) any shareholder, voting or similaragreement, (viii) any joint venture or partnership agreement or similar arrangement, (ix) anyagreement relating to the acquisition or disposition of any business (whether by merger, sale ofstock, sale of assets or otherwise) or material assets, or which grants any preferential rightsto purchase any such assets or requiring the consent of any Person to the transfer thereof, (x)any agreement that grants any Lien, right of first refusal or right of first offer or similarright or that limits or purports to limit the ability of any Related Entity to own, operate,sell, transfer, pledge or otherwise dispose of any material amount of assets or business(including any contract or agreement that requires any Related Entity to deal exclusively withany Person or under which such Related Entity grants exclusive rights to another party), (xi)any agreement with any director, officer, employee, individual consultant, or stockholder of anyRelated Entity other than any which can be terminated by the Company or a Related Entity on 30or fewer days notice without cost or penalty (other than statutory severance) or other thanagreements with any director, officer, employee, individual consultant or stockholder of anyRelated Entity which provide annual benefits to such Person of less than U.S. $50,000, (xii) anyagreement which is not terminable by notice of not more than 60 days without payment or penaltythat contains any commitment by any Related Entity to provide wireless service coverage in aparticular geographic area or build out tower sites in a particular geographic area, (xiii) anymanagement agreement relating to the management of any wireless telephone system, (xiv) anyagreement with any Governmental Entity, other than ordinary course agreements for provision oftelecommunications service to a Governmental Entity, (xv) any currency exchange, interest rateexchange, commodity exchange or similar agreement; (xvi) any roaming, interconnection or othersimilar agreement, (xvii) any material agreement not made in the ordinary course of businessconsistent with past practices and (xviii) any other agreement material to any Related Entity’sbusiness as currently conducted. Each written contract or agreement of any Related Entity ofthe type described in clauses (i) through (xviii) of this Section 2.13, is referred toas a “Material Contract.” Whenever used in this Agreement, “agreement” shall mean allapplicable agreements, whether written or oral. Seller has made available to Buyer copies (inthe case of written agreements) or detailed descriptions (in the case of oral agreements) of allMaterial Contracts. a. None of the Related Entities is in materialbreach of or default under the terms of any Material Contract. To theKnowledge of Seller, no other party to any Material Contract is inmaterial breach of or default under the terms of any MaterialContract. Each Material Contract is a valid and binding obligation ofthe Related Entity which is a party thereto and, to the Knowledge ofSeller, of each other party thereto, and is enforceable against suchRelated Entity in accordance with its terms (except to the
 

 
   extent that enforceability may be limited by applicablebankruptcy, insolvency, reorganization or other Laws affecting theenforcement of creditors’ rights generally or by principles governingthe availability of equitable remedies). As of the date hereof, noneof the Seller or any Related Entity has received any notice of theintention of any party to terminate any Material Contract or tomaterially alter such party’s relationship as it existed between suchparty and the applicable Related Entity prior to the date hereof.  b. Section 2.13(c) of the SellerDisclosure Schedule contains the form of each subscription, customer,reseller, dealer and similar agreement used by any Related Entity inthe conduct of its business as of the date hereof.  c. As used in this Agreement, “Cell SiteLease” means any agreement for the lease of any communicationsinfrastructure locations or communications equipment, in each caseused in the ordinary course of business of the Related Entities(including any cell sites, switch sites, microwave antennae andsimilar locations or equipment) (such locations and equipment, the“Cell Sites”).          14. Communications Regulatory Matters. Section 2.14 of the Seller Disclosure Schedule lists all licenses andauthorizations issued by Indotel or any other Governmental Entity regulating thetelecommunications business or any other business of the Related Entities (the “ApplicableLicenses”), together with the name of the licensee or authorization holder and theexpiration date of the Applicable Licenses. The Applicable Licenses constitute all materialauthorizations necessary from the applicable Governmental Entity for the business operations ofthe Related Entities as they are currently being conducted. a. Each Applicable License is valid and in fullforce and effect and has not been (and, to Seller’s Knowledge, has notbeen threatened to have been) suspended, revoked, cancelled oradversely modified and no suspension, revocation, cancellation oradverse modification thereof is likely to occur as a result of theexecution, delivery or performance of this Agreement or theconsummation of the transactions contemplated hereby. No ApplicableLicense is subject to (i) any material conditions or requirements thathave not been imposed generally upon licenses in the same service,(ii) any material pending regulatory proceeding (other than thosegenerally affecting the telecommunications industry in the DominicanRepublic and not specifically targeting any Related Entity) before aGovernmental Entity or judicial review or (iii) any Liens. Seller hasno
 

 
   Knowledge of any event, condition or circumstance that wouldpreclude any Applicable License from being renewed in the ordinarycourse (to the extent that such License is renewable by its terms).  b. The licensee of each Applicable License is inmaterial compliance with each Applicable License, has complied in allmaterial respects with, and is not in material violation of, anyrequirement of Laws to which the Applicable Licenses are subject, andhas fulfilled and performed all of its material obligations withrespect thereto, including all material reports, notifications andapplications required by any applicable Laws except for exemptions,waivers or similar concessions or allowances.          15. Finders or Brokers. Except for fees that will be paid by Seller or its Affiliates (other than the RelatedEntities), no investment banker, broker, finder or similar entity in connection with thetransactions contemplated by this Agreement is or will be entitled to any fee or any commissionin connection with or upon consummation of the Purchase or other transactions contemplated bythis Agreement.          16. Affiliated Transactions. Except as set forth on Section 2.16 of the Seller Disclosure Schedule none of Selleror any of its Affiliates (excluding the Related Entities) provides any assets, services orfacilities to the Related Entities. Section 2.16 of the Seller Disclosure Schedulecontains an accurate and complete list of all material agreements, contracts, arrangements,undertakings or other commitments to or by which Seller or any of its Affiliates (excluding theRelated Entities), on the one hand, and the Related Entities, on the other hand, are or havebeen a party or otherwise bound that are in effect and relate to the business of the RelatedEntities as conducted on or immediately prior to the date hereof, and which of those agreements,contracts, undertakings or other commitments will not survive the Closing. Except as set forthon Section 2.16 of the Seller Disclosure Schedule, none of the Seller or its Affiliates(other than the Related Entities) owns any asset, tangible or intangible, that is used in anybusiness of any Related Entity as presently conducted, or has any direct or indirect ownershipinterest in any Person with which any Related Entity has a business relationship. Seller hasmade available to Buyer, or will deliver to Buyer prior to Closing, copies of all writtenagreements and detailed descriptions of all oral agreements set forth on Section 2.16 ofthe Seller Disclosure Schedule.
 

 
          17. Environmental. a. At least 10 calendar days prior to the datehereof Seller has made available to Buyer copies of all materialenvironmentalinvestigations, studies, audits, tests, reviews or other analysesconducted of which Seller has Knowledge in relation to the current orprior businesses of the Related Entities or any property or facilitynow or previously owned, leased or operated by any Related Entity.  b. The Related Entities are in compliance with allapplicable Environmental Laws, including with respect to storage, use,disposal and discharge of Hazardous Substance, except suchnon-compliance that has not had and would not reasonably be expectedto have a Material Adverse Effect; and, to Seller’s Knowledge, therehas been no material release or threat of material release by anyRelated Entity of any Hazardous Substance at, on, under or migratingto or from any properties currently owned or operated by any RelatedEntity.  c. Except as has not had or would not reasonablybe expected to have a Material Adverse Effect, to Seller’s Knowledge,(i) no property currently owned or operated by any Related Entity(including soils, groundwater, surface water, buildings or otherstructures) is contaminated with any Hazardous Substance and (ii) noproperty formerly owned or operated by any Related Entity wascontaminated with any Hazardous Substance during or prior to suchperiod of ownership or operation.  d. None of the Related Entities has received anynotice, demand, letter, claim or request for information from anyGovernmental Entity or any other Person indicating that such RelatedEntity may be in violation of or subject to Liability under anyEnvironmental Law, except violations or Liabilities that has not hadand would not reasonably be expected to have a Material AdverseEffect.  e. None of the Related Entities is subject to anyorder or other arrangement with any Governmental Entity or anyindemnity or other arrangement with any Person relating to Liabilityunder any Environmental Law or otherwise relating to any HazardousSubstances, except such orders, arrangements, indemnifications oragreements that has not had and would not reasonably be expected tohave a Material Adverse Effect.  f. There are no claims, investigations,litigation, administrative proceedings, or orders against the RelatedEntities from any Governmental Entities (whether final, pending or, tothe Seller’s Knowledge, threatened, or any basis in fact knowntherefor)
 

 
   relating to any Hazardous Substance, discharges, emissions or otherforms of pollution concerning any location where Hazardous Substance fromany Related Entity, or any of its predecessors, have been disposed of orotherwise have come to be located or from which discharges, emissions orother forms of pollution emanate, except claims, investigations,litigation, administrative proceedings, or orders of Governmental Entitiesthat has not had and would not reasonably be expected to have a MaterialAdverse Effect.  g. As used in this Agreement: i. “Environmental Law”means any Dominican Republic or United States federal, state,local or foreign statute, law, regulation, order, decree,permit, authorization, common law, enforceable agencyrequirement or applicable judicial or administrative decision,order or decree relating to: (A) the protection, investigationor restoration of the environment, worker, public, consumer orhuman health, or natural resources; (B) the handling, use,presence, disposal, release or threatened release of anyHazardous Substance or in any other way related thereto; or(C) noise, odor, indoor air, employee exposure,electromagnetic frequency emissions, wetlands, pollution,contamination or any injury or threat of injury to persons orproperty relating to any Hazardous Substance.  ii. “Hazardous Substance”means any substance that is: listed, classified or regulatedas hazardous or toxic pursuant to any Environmental Law,including chemicals, pollutants, contaminants, wastes,hazardous or toxic substances, radioactive materials,asbestos, genetically modified organisms, petroleum orhydrocarbon and petroleum or hydrocarbon products.          18. Insurance Policies.Subject to deductibles and terms and conditions of insurance policies, Buyer shall have thebenefit of insurance policies currently in place relating to the assets, business, operations,employees, officers and directors of the Related Entities for any events which occur prior toClosing, but which are not settled until after Closing. All policies of insurance to which eachRelated Entity is a party or that provide coverage to such Related Entity are valid, outstandingand enforceable; are issued by an insurer that is financially sound and reputable; takentogether, provide adequate insurance coverage for the assets and the operations of such RelatedEntity for all risks normally insured against by a Person carrying on the same business as suchRelated Entity and similarly
 

 
situated; and are sufficient for compliance with all Laws andMaterial Contracts. EachRelated Entity has paid all premiums due, and has otherwise performed all of its obligations,under each policy of insurance to which it is a party or that provides coverage to such RelatedEntity.          19. Books and Records.To Seller’s Knowledge, the corporate, accounting, legal, human resources and other books andrecords of the Related Entities are complete and correct in all material respects, and have beenmaintained in accordance with sound business practices in all material respects.          20. Title to Property.Each Related Entity has good and marketable title to all of its material tangible personalproperty and assets (other than properties and assets leased or licensed from others), and goodand marketable fee simple title to all of its real properties (other than real properties leasedor licensed by such Related Entity), in each case free and clear of Liens that in the aggregatewould be material. Each item of material tangible personal property is in good repair and goodoperating condition, ordinary wear and tear excepted, and is suitable for use in the ordinarycourse of business consistent with past practices. Each Related Entity has the right topeaceful and undisturbed possession of, and access via easement or public road sufficient forthe use of, all of its leased real or personal property necessary to conduct its business in theordinary course. Section 2.20(a) of the Seller Disclosure Schedule contains a list ofall real property owned by each Related Entity on the date of this Agreement. a. The assets, rights, licenses (includingsoftware licenses), permits, contracts, agreements, IntellectualProperty and real and personal property owned or, in the case ofleased property, leased by the Related Entities (or as described inthe Transition Services Agreement) constitute all of the materialassets, rights, licenses (including software licenses), permits,contracts, agreements, Intellectual Property and real and personalproperty used in or necessary to the conduct of the businesses of theRelated Entities as currently conducted and operated by the RelatedEntities.          21. Bank Accounts.Section 2.21 of the Seller Disclosure Schedule contains a true, correct and completelist of all bank accounts maintained by each Related Entity, including each account number andthe name and address of each bank and the name of each person who has signature power withrespect to each such account.
 

 
          22. Disclaimer of Other Representations and Warranties.Seller acknowledges and agrees that, except for the representations and warranties expresslyset forth in this Agreement (a) Buyer does not make, and has not made, any representations orwarranties relating to itself or any of its Affiliates or otherwise inconnection with the transactions contemplated hereby and Seller is not relying on anyrepresentation or warranty except for those expressly set forth in this Agreement, and (b) noPerson has been authorized by the Buyer to make any representation or warranty relating toitself or any of its Affiliates or otherwise in connection with the transactions contemplatedhereby, and if made, such representation or warranty must not be relied upon by Seller as havingbeen authorized by such party.  III.**REPRESENTATIONS AND WARRANTIES OF BUYER**     Except as disclosed on the corresponding section of the disclosure schedule delivered byBuyer to Seller immediately prior to the execution of this Agreement and signed by an authorizedofficer of the Buyer (the “Buyer Disclosure Schedule,”) (it being agreed that disclosureof any item in any section of the Buyer Disclosure Schedule shall be deemed disclosure withrespect to any other section of this Agreement to which the relevance of such item is readilyapparent from the face of such disclosure), Buyer represents and warrants to Seller as follows:          1. Qualification; Organization, Etc.Buyer is a limited liability company duly organized, validly existing and in good standingunder the laws of its jurisdiction of organization, has the requisite power and authority toown, lease and operate its properties and to conduct its business as it is now being conducted,and is duly qualified or licensed to do business and is in good standing in each jurisdiction inwhich the ownership of its property or the conduct of its business requires such qualification,except for jurisdictions in which the failure to be so qualified, licensed or in good standingwould not reasonably be expected to significantly impair or delay the consummation of thetransactions contemplated hereby.          2. Corporate Authority Relative to this Agreement; NoViolation.Buyer has all requisite limited liability company power and authority to enter into thisAgreement and all related agreements to be executed by Buyer pursuant to this Agreement and thetransactions contemplated thereby (“Buyer Related Agreements”) and to consummate thetransactions contemplated hereby and thereby. The execution, delivery and performance of thisAgreement, and all Buyer Related Agreements, by Buyer and the consummation of the transactionscontemplated hereby and thereby have been duly and validly authorized by the Board of Directorsof Buyer and such authorizations have not been revoked and are in full force and effect. Noother company proceedings or actions on the part of Buyer are necessary to authorize theAgreement, the Buyer Related Agreements and consummation of the transactions contemplated bythis Agreement and the Buyer Related Agreements. This Agreement has been, and upon executionand delivery of each Buyer Related Agreement, each
 

 
such Buyer Related Agreement will have been,duly and validly executed and delivered by Buyer and, assuming this Agreement and each suchBuyer Related Agreement constitutes a valid and binding agreement of the other parties heretoand thereto, thisAgreement constitutes a valid and binding agreement of Buyer enforceable against Buyer inaccordance with its terms (except to the extent that enforceability may be limited by applicablebankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’rights generally or by principles governing the availability of equitable remedies). a. Other than in connection with or in compliancewith any applicable non-United States public utility Laws and rules,regulations and orders of any regulatory bodies regulatingtelecommunications businesses (collectively, the “BuyerApprovals”), no authorization, consent or approval of, or filingwith, any Governmental Entity is necessary for the consummation byBuyer of the transactions contemplated by this Agreement, except forsuch authorizations, consents, approvals or filings, that, if notobtained or made, would not reasonably be expected to significantlyimpair or delay the consummation of the transactions contemplatedhereby.  b. Subject to the receipt of the Buyer Approvals,the execution and delivery by Buyer of this Agreement does not, andthe consummation of the transactions contemplated hereby andcompliance with the provisions hereof will not (i) result in anymaterial violation of, or material default (with or without notice orlapse of time, or both) under, or give rise to a right of termination,cancellation or acceleration of any obligation or to the loss of amaterial benefit under any material loan, guarantee of indebtedness orcredit agreement, note, bond, mortgage, indenture, lease, agreement,contract, instrument, permit, concession, franchise, right or licensebinding upon Buyer or result in the creation of any Lien upon any ofthe properties or assets of Buyer, (ii) conflict with or result in anyviolation of any provision of the certificate of incorporation orby-laws or other equivalent organizational document, in each case asamended, of Buyer, (iii) conflict with or violate any Laws applicableto Buyer or any of its properties or assets, or (iv) contravene,conflict with or result in a violation or breach of, or give anyGovernmental Entity the right to revoke, suspend or modify, anyauthorization or license that is held by Buyer or otherwise relates tothe business of Buyer.          3. Litigation.Except as set forth on Section 3.3 of the Buyer Disclosure Schedule, there are no (a)actions, suits, inquiries, investigations or proceedings pending (or, to Buyer’s
 

 
Knowledge,threatened) against or affecting Buyer, or any of its properties at law or inequity before, or (b) orders, judgments or decrees of or before any Governmental Entity.          4. Finders or Brokers.Other than Deutsche Bank Securities Inc., Buyer has not employed any investment banker,broker, finder or similar entity in connection with the transactions contemplated by thisAgreement who might be entitled to any fee or any commission from Seller or any of itsAffiliates in connection with or upon consummation of the Purchase or other transactionscontemplated by this Agreement.          5. No Disqualification.To Buyer’s Knowledge, there are no facts that relate to the qualifications of Buyer whichwould, under applicable Law, disqualify Buyer with respect to the consummation of thetransactions contemplated hereby or that would be reasonably likely to prevent the parties fromobtaining any Buyer Approval or Seller Approval in a timely manner or which would prevent anyGovernmental Entity from consenting to the transactions contemplated by this Agreement in atimely manner.          6. Acquisition of Shares for Investment; Ability to Evaluate andBear Risk.Buyer is acquiring the Shares for investment and not with a view toward, or for sale inconnection with, any distribution thereof, nor with any present intention of distributing orselling such Shares. Buyer agrees that the Shares may not be sold, transferred, offered forsale, pledged, hypothecated or otherwise disposed of without registration under the SecuritiesAct of 1933 (the “Securities Act”), and any applicable state or foreign securities Laws,except pursuant to an exemption from such registration under the Securities Act and such Laws. a. Buyer (i) is able to bear the economic risk ofholding the Shares for an indefinite period, (ii) can afford to sufferthe complete loss of its investment in the Shares, and (iii) hasknowledge and experience in financial and business matters such thatit is capable of evaluating the risks of the investment in the Shares.          7. Disclaimer of Other Representations and Warranties.Buyer acknowledges and agrees that, except for the representations and warranties expresslyset forth in this Agreement (a) Seller does not make, and has not made, any representations orwarranties relating to itself or any of its Affiliates or otherwise in connection with thetransactions contemplated hereby and Buyer is not relying on any representation or warrantyexcept for those expressly set forth in this Agreement, and (b) no Person has been authorized bythe Seller to make any representation or warranty relating to itself or any of its Affiliatesor otherwise in connection with the transactions contemplated hereby, and if made, suchrepresentation or warranty must not be relied upon by Buyer as having been authorized by suchparty and (c) any
 

 
estimates, projections, predictions, data, financial information, memoranda,presentations or anyother materials or information provided or addressed to Buyer or any of its representatives arenot and shall not be deemed to be or include representations or warranties unless any suchmaterials or information is the subject of any express representation or warranty set forth inArticle II of this Agreement.  IV. **COVENANTS AND AGREEMENTS**          1. Conduct of Business.From and after the date hereof and prior to the Closing Date or the date, if any, on whichthis Agreement is earlier terminated pursuant to Section 6.1, and except (i) as may berequired by Law (provided that any party availing itself of such exception must first consultwith the other party), (ii) as may be agreed in writing by Seller and Buyer after seekingconsent from the other party (which consent shall not be unreasonably withheld), (iii) as setforth on Section 4.1 of the Seller Disclosure Schedule, or (iv) as expressly provided bythis Agreement: a. Seller covenants and agrees with Buyer that thebusiness of the Related Entities shall be conducted only in, and suchentities shall not take any action except in, the ordinary course ofbusiness consistent with past practices (including with respect toadvertising, promotions, sales efforts, handset subsidies, pricing andrate plans, commissions paid to agents and dealers, commissions paidto the internal sales force, capital expenditures and inventorylevels); and Seller for itself and on behalf of the Related Entitiesagrees to use its reasonable best efforts to (i) preservesubstantially intact the business organizations and goodwill of theRelated Entities, (ii) to keep available the services of those of anyRelated Entity’s present employees and consultants who are integral tothe operation of its business as presently conducted and (iii) topreserve its present relationship with customers, suppliers,Governmental Entities, distributors, creditors, lessors, employees andother Persons with whom any Related Entity has significant businessrelations; provided, however, that no action by Selleror the Related Entities with respect to matters specifically addressedby any other provision of this Section 4.1 shall be deemed abreach of this sentence unless such action would constitute a breachof such other provision. In addition, Seller shall, and shall causeeach of the Related Entities to (A) consistent with past practices,maintain its assets and properties in good repair and good workingorder and condition, ordinary wear and tear excepted, (B) keep in fullforce and effect, without amendment or modification, all materialrights relating to the businesses of
 

 
   the Related Entities, exceptwhen such failure to keep in full force and effect would not have orreasonably be expected to have a Material Adverse Effect; (C) comply inall material respects with all Material Contracts and all ApplicableLicenses; (D) comply with all Laws and orders or decrees ofGovernmental Entities applicable to the business of any Related Entity,except where failure to so comply would not have or reasonably beexpected to have a Material Adverse Effect, (E) pay and dischargepromptly as they become due and payable all Taxes imposed upon it andthe Related Entities or its or their income or upon any of its or theirproperty or assets, as well as all lawful claims of any kind which, ifunpaid, might by Law become a Lien upon its or their property, exceptany such Taxes or claims that are being contested in good faith byappropriate proceedings and for which appropriate reserves have beenestablished by any of the Related Entities; (F) consistent with pastpractice, continue in full force and effect the insurance coverageunder the Related Entities’ existing policies or substantiallyequivalent policies; and (G) execute, on a pro rata basis, from June 1,2006 through the Closing, not less than 95% of their capitalexpenditures and advertising plans as set forth in Section4.1(a)(G) of the Seller Disclosure Schedule.  b. Seller agrees, on behalf of itself as itrelates to the Related Entities or their businesses, and on behalf ofthe Related Entities, that between the date hereof and the ClosingDate, Seller: i. shall not permit any of theRelated Entities to split, combine or reclassify any of itscapital stock or issue or authorize or propose the issuance ofany other securities in respect of, in lieu of or insubstitution for, shares of its capital stock;  ii. except as required pursuant toexisting written agreements or employee benefit plans ineffect prior to the execution of this Agreement, all of whichare described in Sections 2.7(a) and 2.13 ofthe Seller Disclosure Schedule, or as otherwise required byLaw, shall not permit any of the Related Entities to (A) otherthan in the ordinary course of business consistent with pastpractices, increase the compensation, severance or otherbenefits payable or to become payable to its directors,officers or employees, former employees, or individualconsultants, (B) establish, adopt, enter into or amend anycollective bargaining agreement, plan, trust, fund, policy orarrangement (including any Applicable
 

 
   Benefit Plan) for thebenefit of any current or former directors, officers oremployees or any of their beneficiaries, except, in each case,that would not result in a material increase in the cost ofmaintaining such collective bargaining agreement, plan, trust,fund, policy or arrangement or (C) grant any severance ortermination pay to, or enter into any severance agreement with,any employee of any Related Entity or enter into any employmentagreements (other than to replace employees no longer employedby AACR-DR) with any director, officer or employee of anyRelated Entity which provide for annual benefits in excess ofU.S. $50,000 in the aggregate.  iii. shall not permit any of theRelated Entities to enter into or make any loans or advancesto any of its officers, directors, employees, Affiliates,agents or consultants (other than car loans in the ordinarycourse of business consistent with past practice) or make anychange in its existing borrowing or lending arrangements foror on behalf of any of such Persons, except as required by theterms of any Applicable Benefit Plan;  iv. shall not permit any of theRelated Entities to settle any material actions, suits,inquiries, investigations or proceedings which would have, orwould be reasonably likely to have, any adverse impact orimpose any material restrictions upon any Related Entity orits businesses, activities, or properties or the operationsthereof, other than (x) the Scheduled Item (as defined inSection 8.2(a)), so long as the settlement thereofdoes not have an adverse effect on Buyer, any Related Entity,any of their respective affiliates or the operation of thebusiness of Buyer, any Related Entity or any of theirrespective Affiliates, in each case, after Closing, orotherwise result in any post-Closing Liabilities for whichBuyer or any Related Entity shall be liable, and (y)employment-related claims settled in the ordinary course ofbusiness consistent with past practices;  v. shall not permit any of theRelated Entities to make or change any election (other thanthe Tax Elections to be made pursuant to Section4.15), change an annual accounting period, adopt or changeany accounting method, file any amended Tax Return, enter intoany closing agreement, settle any Tax claim or assessment,surrender any right to claim a refund of Taxes, consent to
 

 
   any extension or waiver of the limitation periodapplicable to any Tax claim or assessment, or take any othersimilar action relating to the filing of any Tax Return or thepayment of any Tax, if such election, adoption, change,amendment, agreement, settlement, surrender, consent or otheraction would have the effect of materially increasing the TaxLiability of any Related Entity or materially decreasing anyTax attribute of any Related Entity, in each case as existingon the Closing Date;  vi. shall not permit any of theRelated Entities to engage in any business other than thebusiness of marketing, selling and providingtelecommunications products and services (including voice,data, television, radio, internet and similar products andservices) and ancillary products and services in connectiontherewith;  vii. shall not permit any of theRelated Entities to create or suffer to exist any Lien upon oragainst any of its property or assets now owned or hereafteracquired;  viii. shall not permit any of theRelated Entities to merge or consolidate or combine with, orpurchase substantially all of the assets of, or otherwiseacquire, any business, Person or division thereof, orauthorize, propose or announce an intention to authorize orpropose, or enter into agreements with respect to, any suchmergers, consolidations, business combinations, purchases oracquisitions;  ix. shall not permit any of theRelated Entities to adopt or permit any amendment, supplement,waiver or modification to or of any of its organizationaldocuments;  x. shall not permit any of theRelated Entities to make any loans (other than car loans toemployees in the ordinary course of business consistent withpast practice), advances or capital contributions to, orinvestments in, any other Person other than by one WhollyOwned (as defined below) Related Entity to or in anotherWholly Owned Related Entity;  xi. other than in the ordinarycourse of business consistent with past practice, shall notpermit any of the Related Entities to sell, lease, license,transfer, assign, exchange, swap or otherwise dispose of anyassets, except (A) for
 

 
   sales, leases, licenses, transfers,assignments, mortgagesor encumbrances of obsolete assets and (B) pursuant to MaterialContracts;  xii. other than in the ordinarycourse of business consistent with past practice, shall notpermit any of the Related Entities to modify, amend, terminateor waive any material rights under any Material Contract, orfail to use commercially reasonable efforts to renew anyMaterial Contract on commercially reasonable terms, except asrequired by Law or any Governmental Entity;  xiii. shall not permit any of theRelated Entities to enter into any contract, agreement orunderstanding that would have been a Material Contract had itbeen entered into prior to the date hereof; other than (A) inthe ordinary course of business consistent with past practiceand (B) such contract, agreement or understanding either (i)is a Cell Site Lease, (ii) involves the purchase of inventory,(iii) requires payments by Buyer or any Related Entity afterthe Closing , when aggregated with all other payments requiredto be made by Buyer and the Related Entities after the Closingunder other contracts, agreements and understandings enteredinto by the Related Entities after the date of this Agreement,of not greater than $1,000,000, or (iv) is terminable by Buyeror a Related Entity by notice of not more than 30 days withoutpayment or penalty; provided that a Material Contract of atype contemplated by clauses (i), (ii), (vi), (vii), (viii),(ix), (x), (xi), (xiii) and (xv) shall not be deemed to bewithin the ordinary course of business for this purpose; and  xiv. shall not permit any of theRelated Entities to agree, in writing or otherwise, to takeany of the foregoing actions. c. Except in respect of any mergers,consolidations or business combinations in the ordinary course ofbusiness among Buyer’s wholly owned Subsidiaries, Buyer agrees withSeller, on behalf of itself and its Subsidiaries, that between thedate hereof and the Closing Date, Buyer shall not, and shall notpermit any of its Subsidiaries to, authorize, propose or announce anintention to authorize or propose, or enter into agreements withrespect to any mergers, consolidations or business combinations oracquisitions of assets or securities or take any other action whichwould reasonably be expected to have the legal or practical
 

 
   effect ofdelaying or preventing, or reducing the likelihood ofconsummation of the Purchase or the obtaining of any regulatory orother consent or approval contemplated hereby; provided, that Buyershall inform Seller prior to entering into a definitive agreementrelating to any material acquisition.  d. From the last day of the last full calendarmonth prior to the Closing Date through the Closing Date, Seller shallnot permit the Company to declare, set aside, make or pay dividends ordistributions on, or redeem, repurchase, acquire or issue, orauthorize any such actions with respect to, any Shares or anywarrants, options or rights of any kind to acquire any Shares.  e. As used in this Agreement, “WhollyOwned” means, with respect to any Subsidiary of any Person, 100%of the outstanding equity interests of such Subsidiary is owned,directly or indirectly, by such Person.          2. Investigation.Seller shall cause the Related Entities to afford to Buyer and to its officers, employees,accountants, consultants, legal counsel, financial advisors and agents and other representatives(collectively, “Representatives”) reasonable access during normal business hours,throughout the period prior to the earlier of the Closing or the date, if any, on which thisAgreement is earlier terminated pursuant to Section 6.1, to the Related Entities’properties, contracts, commitments, office, personnel, accountants, counsel and otherrepresentatives, books and records and shall use all reasonable efforts to cause the RelatedEntities’ Representatives to furnish promptly to Buyer or its Representatives such additionalfinancial and operating data and other information as to the Related Entities’ respectivebusinesses and properties as Buyer or its Representatives may from time to time reasonablyrequest, except that nothing herein shall require Seller or any of the Related Entities todisclose any information to the other that would cause a violation of any agreement to which thedisclosing party is a party, or would constitute a violation of applicable Laws. Buyer herebyagrees that it will treat any such information in accordance with the Confidentiality Agreement,dated as of January 19, 2006 between Centennial Communications Corp. (“Parent”) andBuyer (the “Confidentiality Agreement”).          3. No Solicitation.Seller agrees that neither it nor any of its Affiliates shall, and that it shall cause itsand their respective Representatives not to, directly or indirectly (i) solicit, initiate,encourage, knowingly facilitate or induce any inquiry with respect to, or the making, submissionor announcement of, any Alternative Proposal (as defined below), (ii) participate in anynegotiations regarding, or furnish to any Person any nonpublic information with respect to, anyAlternative Proposal or in response to any inquiries or proposals that would reasonably beexpected to lead to any Alternative Proposal, (iii) engage in discussions with any Person withrespect to any Alternative Proposal, except
 

 
to notify such Person as to the existence of the provisions of this Section 4.3, (iv)approve, endorse or recommend any Alternative Proposal or (v) enter into any letter of intent orsimilar document or any agreement or commitment providing for, any Alternative Proposal. Sellershall immediately terminate, and shall cause its Affiliates and its and their Representatives toimmediately terminate, all discussions or negotiations, if any, that are ongoing as of the datehereof with respect to an Alternative Proposal. As used in this Agreement, “AlternativeProposal” shall mean any proposal or offer made by any Person (other than a proposal oroffer by Buyer, any of its Subsidiaries or its or their Affiliates or associates) for the director indirect acquisition by any Person of (A) five percent (5%) or more of the assets of anyRelated Entity, individually or in the aggregate, or (B) any capital stock of the Company or anyRelated Subsidiary Shares of any Related Subsidiary.          4. Employee Benefits.For a period of one year following the Closing Date, Buyer shall provide to the current andformer employees of any Related Entity (the “Applicable Employees”) welfare,compensation and employee benefits plans, programs and arrangements (it being understood thatdiscretionary equity and equity based awards will remain discretionary) that are not lessfavorable, in the aggregate, than those provided to Applicable Employees immediately before theClosing Date; it being understood that nothing contained herein shall preclude Buyer fromchanging or terminating any existing plan, program or arrangement pursuant to its terms, so longas Buyer complies with the provisions of this sentence. Following such one year period,Applicable Employees will receive compensation and benefits pursuant to the welfare,compensation and employee benefit plans, programs and arrangements of such plans as determinedby Buyer. a. For purposes of vesting, eligibility toparticipate and level of benefits (but not benefit accrual underpension or similar plans) under the employee benefit plans of Buyerand its Subsidiaries providing benefits to any Applicable Employeesafter the Closing Date (the “New Plans”), each ApplicableEmployee shall be credited with his or her years of service with theRelated Entities before the Closing Date, to the same extent as suchApplicable Employee was entitled, before the Closing Date, to creditfor such service under any similar Applicable Benefit Plan in whichsuch Applicable Employee participated or was eligible to participateimmediately prior to the Closing Date, provided that the foregoingshall not apply to the extent that its application would result in aduplication of benefits or for newly established plans and programsfor which prior service of Applicable Employees is not taken intoaccount. In addition, and without limiting the generality of theforegoing: (i) each Applicable Employee shall be immediately eligibleto participate, without any waiting time, in any and all New Plans tothe extent coverage under such New Plan is comparable to the
 

 
   Applicable BenefitPlan or compensation arrangement or agreements in which such ApplicableEmployee participated immediately before the consummation of thePurchase (such plans, collectively, the “Old Plans”); and (ii)for purposes of each New Plan providing medical, dental, pharmaceuticaland/or vision benefits to any Applicable Employee, Buyer shall causeall pre-existing condition exclusions and actively-at-work requirementsof such New Plan to be waived for such employee and his or her covereddependents, unless such conditions would not have been waived under thecomparable plans of the Related Entities in which such employeeparticipated immediately prior to the Closing Date and Buyer shallcause any eligible expenses incurred by such employee and his or hercovered dependents during the portion of the plan year of the Old Planending on the date such employee’s participation in the correspondingNew Plan begins to be taken into account under such New Plan forpurposes of satisfying all deductible, coinsurance and maximumout-of-pocket requirements applicable to such employee and his or hercovered dependents for the applicable plan year as if such amounts hadbeen paid in accordance with such New Plan.          5. Notification of Certain Matters.Seller shall give prompt notice to Buyer, and Buyer shall give prompt notice to Seller, of(a) the occurrence of any event known to it which would reasonably be expected to, individuallyin the aggregate, (i) in the case of the Seller, have a Material Adverse Effect, or, in the caseof Buyer or Seller, significantly impair or delay the consummation of the transactionscontemplated hereby, (ii) result in a breach of any of the representations or warranties setforth in Articles II and III, as applicable, or (iii) cause any condition setforth in Article V to be unsatisfied at any time prior to the Closing Date; (b) anyaction, suit, proceeding, inquiry or investigation pending (or, to the Knowledge of Seller,threatened) that questions or challenges the validity of this Agreement; or (c) any notice ofany termination, alteration, breach or default under any Material Contract; provided,however, that the delivery of any notice pursuant to this Section 4.5 shall notlimit or otherwise affect the remedies available hereunder to the party receiving such noticenor shall the party giving such notice be prejudiced with respect to any such matters solely byvirtue of having given such notice. Notwithstanding anything in this Section 4.5 to thecontrary, a breach of this Section 4.5 shall not be considered for purposes ofdetermining the satisfaction of the closing conditions set forth in Article V or giverise to a right of termination under Article VI if the underlying breach or breacheswith respect to which the other party failed to give notice would not result in the failure ofthe closing conditions set forth in Article V or would not result in the ability of suchnon-breaching party to terminate this Agreement under Article VI, as the case may be.
 

 
          6. Filings; Other Action.Subject to the terms and conditions set forth in this Agreement, each of the parties heretoshall use reasonable best efforts (subject to, and in accordance with, applicable Law),including senior management participation, to take promptly, or cause to be taken, all actions,and to do promptly, or cause to be done, and to assist and cooperate with the other parties indoing, all things necessary, proper or advisable under applicable Laws and regulations toconsummate and make effective the Purchase and the other transactions contemplated by thisAgreement, including (i) the obtaining of all necessary actions or non actions, waivers,consents and approvals, including, with respect to Seller, the Seller Approvals, fromGovernmental Entities and the making of all necessary registrations and filings and the takingof all steps as may be necessary to obtain an approval or waiver from, or to avoid an action orproceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvalsor waivers from third parties (including, without limitation, the consents listed on Section5.3(f) of the Seller Disclosure Schedule and any consents, approvals or waivers requiredunder all agreements listed on Sections 2.13 and 2.16 of the Seller DisclosureSchedule), (iii) the defending of any lawsuits or other legal proceedings, whether judicial oradministrative, challenging this Agreement or the consummation of the transactions contemplatedby this Agreement and (iv) the execution and delivery of any additional instruments necessary toconsummate the transactions contemplated by this Agreement. a. Subject to the terms and conditions hereinprovided and without limiting the foregoing, Seller and Buyer shall(i) use reasonable best efforts to make the respective filings withinfifteen (15) days of the date hereof and thereafter make any otherrequired submissions under General Telecom Law No. 153-98, (ii) usereasonable best efforts to file applications required to be filed withIndotel to effect the transfer of control of the Applicable Licenseswithin fifteen (15) days of the date hereof and respond as promptly aspracticable to any additional requests for information received fromIndotel by any party to such applications, (iii) use reasonable bestefforts to cooperate with each other in (x) determining whether anyfilings are required to be made with, or consents, permits,authorizations or approvals are required to be obtained from, anythird parties or other Governmental Entities in connection with theexecution and delivery of this Agreement and the consummation of thetransactions contemplated hereby and (y) timely making all suchfilings and timely seeking all such consents, permits, authorizationsor approvals, (iv) use reasonable best efforts to take, or cause to betaken, all other actions and do, or cause to be done, all other thingsnecessary, proper or advisable to consummate and make effective thetransactions contemplated hereby, including, taking all such furtheraction as reasonably may be necessary to resolve such objections, ifany, as competition authorities of any nation or other jurisdiction orany
 

 
   other Person may assert under relevant antitrust or competitionlaws with respect to the transactions contemplated hereby; and (v)subject to applicable legal limitations and the instructions of anyGovernmental Entity, keep each other reasonably apprised of the statusof matters relating to the completion of the transactions contemplatedthereby.  b. In furtherance and not in limitation of thecovenants of the parties contained in this Section 4.6, if anyadministrative or judicial action or proceeding, including anyproceeding by a private party, is instituted (or threatened to beinstituted) challenging any transaction contemplated by this Agreementas violative of any Regulatory Law (as defined below), each of Sellerand Buyer shall cooperate in all respects with each other and usereasonable best efforts to contest, resist and resolve any such actionor proceeding and to have vacated, lifted, reversed or overturned anydecree, judgment, injunction or other order, whether temporary,preliminary or permanent, that is in effect and that prohibits,prevents or restricts consummation of the transactions contemplated bythis Agreement. If any objections are asserted with respect to thetransactions contemplated hereby under any Regulatory Law (as definedbelow) or if any suit is instituted by any Governmental Entity or anyprivate party challenging any of the transactions contemplated herebyas violative of any Regulatory Law, each of Seller and Buyer shall usereasonable best efforts to resolve any such objections or challengesas such Governmental Entity or private party may have to suchtransactions under such Regulatory Law so as to permit consummation ofthe transactions contemplated hereby. For the avoidance of doubt, forpurposes of this Section 4.6, “reasonable best efforts” shallinclude (i) defending through litigation on the merits, includingappeals, any claim asserted in any court or other proceeding by anyparty, (ii) proposing, negotiating, committing to and effecting, byconsent decree, hold separate order or otherwise, the sale,divestiture or disposition of such assets or businesses of Buyer(including its Subsidiaries) or the Related Entities, includingentering into customary ancillary agreements on commerciallyreasonable terms relating to any such sale, divestiture or dispositionof such assets or businesses, or (iii) agreeing to take any otheraction as may be required by a Governmental Entity in order (x) toobtain all necessary consents, approvals and authorizations as soon asreasonably possible, (y) to avoid the entry of, or to effect thedissolution of, any injunction, temporary restraining order or otherorder in any suit or proceeding, or (z) to effect the expiration ortermination of any waiting period, which would
 

 
   otherwise have theeffect of preventing or delaying the Closing beyond the TerminationDate(as defined in Section 6.1(b)). For purposes of thisAgreement, “Regulatory Law” means all statutes, rules,regulations, orders, decrees, administrative and judicial doctrines andother laws that are designed or intended to regulate telecommunicationsbusinesses or to prohibit, restrict or regulate actions having thepurpose or effect of monopolization or restraint of trade or lesseningcompetition, whether in the communications industry or otherwise,through merger or acquisition.  c. Notwithstanding the foregoing or anythingcontained in this Agreement to the contrary, in no event shall Buyerbe required to, or shall Seller be permitted to (i) agree to anydivestiture of any business, assets or products lines of Buyer, any ofits Subsidiaries or any Related Entity in order to (A) obtain anyapproval under any Law or (B) comply with any requirements of aGovernmental Entity in satisfaction of subclauses (x), (y) or (z) ofSection 4.6(c) above or (ii) take any actions that,individually or in the aggregate, would reasonably be expected tocause a material adverse effect on Buyer or any of its Subsidiaries orany of their respective businesses after giving effect to thetransactions contemplated hereby.  d. Notwithstanding any provision to the contrarycontained in the Carrier Services Agreement, dated as of November 10,2006, after the Closing, the parties agree to meet to discuss enteringinto a new CDMA Roaming Agreement (the “New RoamingAgreement”) on terms to be mutually agreed upon by the parties ingood faith. The New Roaming Agreement will take effect on theone-year anniversary of the Closing Date. Prior to Closing, theCarrier Services Agreement, dated as of November 10, 2006, shall beamended in the form attached as Exhibit C hereto.          7. Public Announcements. Seller and Buyer will consult with and provide each other the opportunity to review andcomment upon any press release or other public statement or comment prior to the issuance ofsuch press release or other public statement or comment relating to this Agreement or thetransactions contemplated herein and shall not issue any such press release or other publicstatement or comment prior to such consultation except (a) as may be required by Law or byobligations pursuant to any listing agreement with The Nasdaq Stock Market or any nationalsecurities exchange, (b) Seller may disclose information about this Agreement and thetransactions contemplated herein in the ordinary course in connection with the investorrelations practices of Parent and its Affiliates or (c) Buyer and the Related Entities maydisclose information about this Agreement and the transactions contemplated hereby to Buyer’sinvestors and
 

 
prospective financing sources. Seller and Buyer agree to issue a mutually agreeduponpress release announcing this Agreement upon execution of this Agreement or immediatelythereafter.          8. Financial Statements. Between the date hereof and the Closing Date, Seller shall deliver to Buyer, as and whenavailable, copies of all monthly financial statements and reports related to AACR-DR that areprepared by the Seller or the Related Entities between the date hereof and the Closing Date inthe ordinary course of business consistent with past practice.          9. Debt Release; Indebtedness. Seller shall take all actions as may be necessary so that the Related Entities and any Lienson the Shares and the Related Subsidiary Shares are released from any and all obligations underParent’s outstanding indebtedness, including Parent’s senior credit facility. At the Closing,no Related Entity shall have any Liabilities for Indebtedness for Borrowed Money.          10. Maintenance of Books and Records. Each of the parties hereto shall preserve, until at least the third anniversary of theClosing Date, all pre-Closing Date records possessed or to be possessed by such party relatingto the Related Entities, except with respect to Tax records (which shall be governed byArticle VII). After the Closing Date and up until at least the fifth anniversary of theClosing Date, upon any reasonable request from a party hereto or its Representatives, the partyholding such records shall (a) provide to the requesting party or its representatives reasonableaccess to such records during normal business hours and (b) permit the requesting party or itsrepresentatives to make copies of such records, in each case at no cost to the requesting partyor its representatives (other than for reasonable out-of-pocket expenses). Such records may besought under this Section 4.10 for any reasonable purpose, including to the extentreasonably required in connection with the audit, accounting, litigation, federal securitiesdisclosure or other similar needs of the party seeking such records. a. From and after the Closing, the parties shalluse reasonable efforts to make available to each other, upon writtenrequest, their respective Representatives for fact finding,consultation and interviews and as witnesses to the extent that anysuch Person may reasonably be required in connection with any action,suit, inquiry, investigation or proceeding in which the requestingparty may from time to time be involved relating to the RelatedEntities or the conduct of Parent’s (and its Subsidiaries’) businessas such business was conducted prior to the Closing. Except asotherwise agreed between the parties, Seller and Buyer agree toreimburse each other for reasonable out-of-pocket expenses incurred bythe other in connection with
 

 
   providing individuals and witnessespursuant to this Section 4.10(b). In addition, afterthe Closing, Buyer (i) shall take no action with respect to theScheduled Item without the prior written consent of the Seller and (ii)shall cause the Related Entities to provide assistance to the Sellerand its Affiliates with respect to the Scheduled Item in a mannersubstantially consistent with the assistance provided prior to theClosing; provided, that Seller shall reimburse Buyer and the RelatedEntities for reasonable out-of-pocket expenses in connection with suchassistance.  b. After the Closing, (i) Seller shall hold, andshall cause its Representatives to hold, in strict confidence, allinformation relating to any Related Entity and (ii) Buyer shall hold,and shall cause its Representatives to hold, in strict confidence, allinformation relating to Seller (in each case except to the extent suchinformation can be shown to have been (A) available to such party on anon-confidential basis prior to its disclosure by the other party, (B)in the public domain through no fault of such party, (C) required tobe disclosed by judicial or administrative process or, in the opinionof legal counsel, by other requirements of Law, (D) later lawfullyacquired from other sources by the party to which it was furnished, or(E) independently developed by such party without reference toinformation provided by the other party), and neither party shallrelease or disclose such information to any other Person, except itsauditors, attorneys, financial advisors, bankers and other consultantsand advisors who shall be bound by the provisions of this Section4.10(c).  c. Buyer agrees that Buyer will maintain, preserveand assert all privileges, including privileges arising under orrelating to the attorney-client relationship (which shall include theattorney-client and work product privileges), that relate directly orindirectly to the Scheduled Item (“Privilege”). Buyer shallnot waive any Privilege that could be asserted under applicable Lawwithout prior written consent of Seller or its Affiliates. The rightsand obligations created by this Section 4.10(d) shall apply toall information as to which, but for the Closing, Seller or itsAffiliates would have been entitled to assert or did assert theprotection of a Privilege.          11. Transition Services Agreement. On the Closing Date, the parties shall execute (and/or cause their respective Subsidiaries toexecute) a transition services agreement (a “Transition Services Agreement”) in the formattached as Exhibit A to this Agreement. Prior to the
 

 
Closing, Buyer shall inform Seller as towhether Buyer desires to reduce the scope of any services to be provided to the Related Entitiesunder the Transition ServicesAgreement. To the extent Buyer desires such a reduction in services, Buyer and Seller agree tonegotiate in good faith an adjustment to the fees payable under the Transition ServicesAgreement as a result of such reduction in services.          12. Parent’s Trademarks and Logos; Transitional TrademarkLicense. Subject to Section 4.12(b), it is expressly agreed that (i) Buyer is notpurchasing, acquiring or otherwise obtaining, and the Related Entities will not be entitled toretain following the Closing, any right, title or interest in any trade names, trademarks,identifying logos or service marks employing the word “Centennial” or any part or variation ofsuch word or anything confusingly similar thereto (collectively, the “Seller Trademarks andLogos”) and (ii) the Related Entities, Buyer and their respective Affiliates shall not makeany use of any Seller Trademarks and Logos from and after the Closing. a. Following the Closing, Buyer shall cause eachof the Related Entities to, as soon as practicable, but in no eventlater than 120 days following the Closing Date, cease to (a) make anyuse of any Seller Trademarks and Logos, and (b) not hold itself out ashaving any affiliation with the Seller or its Affiliates (other thanthe Related Entities). In furtherance thereof, as soon as practicablebut in no event later than 120 days following the Closing Date, Buyershall cause each of the Related Entities to remove, strike over orotherwise obliterate all Seller Trademarks and Logos from all assetsand other materials obtained by the Buyer as part of the transactionscontemplated herein, including any vehicles, business cards,schedules, stationery, packaging materials, displays, signs,promotional materials, manuals, forms, websites, email, computersoftware and other materials and systems. In connection with any useby the Related Entities of any Seller Trademarks and Logos during theinterim 120 day period, Seller agrees that the Seller Trademarks andLogos indicate to the public that the services bearing the SellerTrademarks and Logos are of commercially consistent, high qualitystandards, and Buyer and the Related Entities shall maintain such aconsistent level of quality, which level of quality shall not beinferior to the level of quality established by the services providedby Seller and its Affiliates immediately prior to the Closing. Buyershall cause each of the Related Entities not to use any of the SellerTrademarks and Logos in a way which reflects negatively on Seller orany of its Affiliates in respect of their remaining businesses or theSeller Trademarks and Logos. Notwithstanding anything in thisSection 4.12 to the contrary, Seller may revoke any right touse the Seller Trademarks and Logos pursuant to this Section4.12(b) upon a
 

 
   breach by Buyer or any Related Entity of any of theprovisions of this Section 4.12(b) in the event that Buyer or the Related Entities fail tocure such breach within 10 days of receiving notice of such allegedbreach from Seller.          13. Control of Operations. Nothing contained in this Agreement shall give Buyer, directly or indirectly, the right tocontrol or direct the Related Entities’ operations prior to Closing. Prior to Closing, andsubject to the restrictions agreed to by Seller pursuant to this Agreement and any RelatedAgreements, Seller shall exercise, consistent with and subject to the terms and conditions ofthis Agreement, complete control and supervision over the operations of the Related Entities.          14. Non-compete; Non-Solicitation. As a further consideration for Buyer entering into this Agreement, each of Parent andSeller hereby covenants to Buyer that it will not and it will cause its respective Subsidiaries(collectively, the “Restricted Entities”), not to, either as principal, shareholder,member, partner, agent, employee, director, lender, consultant or in any other capacitywhatsoever, either directly or indirectly, take any of the following actions during theRestricted Period (as defined below): i. engage in the business ofmarketing, selling and providing telecommunications productsand services (including voice, data, internet and similarproducts and services) and ancillary products and services inconnection therewith, in, on or with respect to the island ofHispaniola; or  ii. either directly or indirectlyhire, solicit, recruit or engage the services of any Personwho, as of the date immediately prior to Closing, is employedby a Related Entity (or who had been employed by a RelatedEntity within six months prior to the Closing); provided,however, that this Section 4.14(a)(ii) shall notprohibit (A) generalized solicitations by advertising and thelike that are not directed to such employees of the RelatedEntities; (B) solicitations or hires of any employee of aRelated Entity whose employment was terminated by a RelatedEntity or its affiliates; or (C) solicitations or hires ofemployees of a Related Entity who have terminated theiremployment with a Related Entity or its Affiliates without anyprior solicitation (which would otherwise violate thisSection 4.14(a)(ii) by a Seller or any Affiliatethereof; provided, that, this clause (ii) shall not preventSeller or its Affiliates from hiring, soliciting, recruitingor engaging any Person employed by a
 

 
   Related Entity orBuyer in connection with providing call center services toSeller or its Affiliates after such Person’s employment hasbeen terminated by any such Related Entity or Buyer. b. The benefit of each of the covenants set forthin paragraph (a) above shall be deemed to be separate and severableand enforceable by Buyer. In the event of any covenant contained inthis Section 4.14 being held to be unreasonable or invalid byreason of the area, duration, type or scope of restriction containedtherein and if by deleting part of the wording or substituting adifferent geographical limit or a shorter period of time or a morerestricted range of activities it would not be unreasonable orinvalid, each party agrees that said covenant shall be amended by thesubstitution of such next less extensive limit or period or activityor by such deletions as are required to render it valid andenforceable.  c. Notwithstanding anything in this Agreement tothe contrary, this Section 4.14 shall not in any way limit theactivities of any of Parent’s stockholders or directors or any oftheir respective Affiliates (other than Parent or any of itsSubsidiaries) in their businesses.  d. For the purposes of this Agreement the“Restricted Period” means the period commencing on the ClosingDate hereof and ending on the two year anniversary of the ClosingDate.  e. Nothing in this Agreement shall restrict thePuerto Rico operations of Parent and its Affiliates from providingtelecommunications services (other than wireless services) to Personsin the Dominican Republic provided that such Puerto Rico operationsare also providing telecommunications services to such Person (or itsAffiliates) in Puerto Rico.          15. Damaged Property. If any material asset or property of the Company or any other Related Entity is damaged ordestroyed in connection with a fire, storm, accident or any other casualty or a natural disasteror any other national emergency, then Seller shall use commercially reasonable efforts, or shallcause Company or such other Related Entity to use commercially reasonable efforts to promptlyrepair the damage or otherwise replace the destroyed asset or property.          16. Tax Election and Tax Treatment of Sale. Seller shall deliver to Buyer at Closing an Internal Revenue Service Form 8832, EntityClassification Election, or successor form (“Form 8832”) for each of the Related
 

 
Entities, prepared as specified in Section 4.16 of the Seller Disclosure Schedule. EachForm 8832 shall be completed by Buyer as specified in Section 4.16 of the SellerDisclosure Schedule and shall be filed by Buyer with the Internal Revenue Service, and a copy ofeach Form 8832 as so filed shall be delivered by Buyer to Seller. Seller shall treat the saleof the Shares as a sale of the assets of each of the Related Entities for all U.S. federalincome tax purposes and for all state tax purposes in those states that follow the U.S. federalincome tax treatment of the sale.          17. Renewal of Certain Agreements. Seller shall, or shall cause the Related Entities to use commercially reasonable efforts torenew on commercially reasonable terms (a) any Cell Site Lease and (b) certain of the agreementsset forth in Section 2.16 of the Seller Disclosure Schedule to be specified by Buyer ineach case that by its terms expires between the date hereof and the Closing Date.          18. Insurance. After the Closing, at Buyer’s request, Parent and Seller shall make and pursue in areasonable manner consistent with past practices claims under any insurance policies currentlyin place relating to the assets, business, operations, employees, officers and directors of theRelated Entities for any events which occur prior to Closing, and to the extent they receiveproceeds from such claims after Closing, Parent and Seller shall promptly transfer such proceedsto Buyer. In addition, at Buyer’s request, Parent and Seller shall cooperate with Buyer and usereasonable best efforts to further pursue any such claims under any such insurance policies(subject to reimbursement by Buyer of any reasonable out of pocket expenses of Parent, Seller ortheir respective Affiliates incurred as a result of such further pursuit), and, to the extentthey receive proceeds from such claims after the Closing, Parent and Seller shall promptlytransfer such proceeds to Buyer.          19. Financing. Trilogy International Partners LLC shall use reasonable efforts to obtain, as of the Closing(which the parties expect will occur within 90 days of the date hereof), financing (debt and/orequity, as applicable) on terms reasonably acceptable to Buyer, in an amount at least equal tothe Initial Purchase Price plus all of its (and its Affiliates’) expenses in connection with thetransactions contemplated herein. Buyer shall keep Seller reasonably informed as to the statusof its efforts to obtain the foregoing financing, including providing Seller with copies of anycommitment letters or other definitive agreements relating to the financing; provided, thatTrilogy International Partners LLC shall not be required to obtain a guaranty from itsequityholders or any other Person (other than its Subsidiaries and the Related Entities, unlessprohibited by contractual agreement) or raise any additional equity.
 

 
  V. **CONDITIONS TO THE SHARE PURCHASE**          1. Conditions to Each Party’s Obligation to Effect thePurchase. The respective obligations of each party to effect the Purchase shall be subject to thefulfillment (or waiver by all parties) at or prior to the Closing of the following conditions: a. No statute, rule, regulation, executive order,decree, ruling or injunction shall have been enacted, entered,promulgated or enforced by any court or other tribunal or GovernmentalEntity which prohibits the consummation of the Purchase, and shallcontinue to be in effect.  b. Any Seller Approvals and Buyer Approvalsrequired to be obtained for the consummation, as of the Closing, ofthe transactions contemplated by this Agreement, other than any SellerApprovals and Buyer Approvals which the failure to obtain would nothave and would not reasonably be expected to have a Material AdverseEffect, shall have been obtained.          2. Conditions to Obligation of Seller to Effect the Purchase. The obligation of Seller to effect the Purchase is further subject to the fulfillment of thefollowing conditions: a. Each of the representations and warranties ofBuyer contained herein shall be true and correct as of the ClosingDate with the same effect as though made on and as of the Closing Dateexcept (i) for changes specifically permitted by the terms of thisAgreement, (ii) that the accuracy of representations and warrantiesthat by their terms speak as of the date of this Agreement or someother date will be determined as of such date and not as of theClosing Date and (iii) where any such failure of the representationsand warranties in the aggregate to be true and correct would notreasonably be expected to significantly impair or delay theconsummation of the transactions contemplated hereby;  b. Buyer shall have performed and complied in allmaterial respects with all of its obligations required by thisAgreement to be performed or complied with by it at or prior to theClosing;  c. Buyer shall have delivered to Seller acertificate, dated the Closing Date and signed by an executive officerof Buyer certifying to the effect that the conditions set forth inSection 5.2(a) and Section 5.2(b) have been satisfied;  d. Seller shall have received an amount equal tothe Initial Purchase Price in accordance with Section 1.5(a);and
 

 
 e. Seller shall have received the TransitionServices Agreement duly executed by Buyer.          3. Conditions to Obligation of Buyer to Effect the Purchase. The obligation of Buyer to effect the Purchase is further subject to the fulfillment of thefollowing conditions: a. Each of the representations and warranties ofSeller contained in this Agreement shall be true and correct as of theClosing Date with the same effect as though made on and as of theClosing Date except (i) for changes specifically permitted by theterms of this Agreement, (ii) that the accuracy of representations andwarranties that by their terms speak as of the date of this Agreementor some other date will be determined as of such date and not as ofthe Closing Date and (iii) where the failure to be so true and correct(without regard to any Material Adverse Effect or materialityqualifications set forth in any such representation or warranty) wouldnot have or would not reasonably be expected to have a MaterialAdverse Effect; provided, however, that the condition that therepresentations and warranties set forth in Sections 2.1,2.2,2.3(a) and 2.15 shall be true and correctas of the Closing Date shall not be subject to the exception set forthin clause (iii) above.  b. Seller shall have performed and complied in allmaterial respects with all of its obligations required by thisAgreement to be performed or complied with by it at or prior to theClosing Date;  c. Seller shall have delivered to Buyer acertificate, dated the Closing Date and signed by a director, anexecutive officer of the Company certifying to the effect that theconditions set forth in Section 5.3(a) and Section 5.3(b)have been satisfied;  d. Since the date of this Agreement, there shallhave been no Material Adverse Effect and there shall have been nostates of facts, events, circumstances, developments, changes oreffects that would reasonably be expected to have a Material AdverseEffect;  e. Lenders (or equity investors, as applicable)shall be ready, willing and able at the Closing to lend (or invest, asapplicable) to the Buyer the funds sufficient to pay the InitialPurchase Price on terms reasonably acceptable to Buyer; provided,however, that the Buyer shall not be entitled to rely on the failureof this condition to be satisfied if this condition is not satisfiedas aresult of a failure of Buyer or Trilogy International Partners LLC tocomply with Section 4.19;
 

 
 f. Each of the consents identified in Section5.3(f) of the Seller Disclosure Schedule hereto shall have beenobtained and shall be in full force and effect without requirement forpayment by Buyer or any Related Entity of any amounts after Closing(other than immaterial amounts) and without any condition or amendment(other than conditions or amendments that would not be material toreceiving the service under the relevant agreement);  g. Buyer shall have received the TransitionServices Agreement duly executed by Seller; and  h. Buyer shall have received the documents to bedelivered to it by Seller under Section 1.6.          4. Frustration of Closing Conditions. None of Seller or Buyer may rely on the failure of any condition set forth in Section5.1,Section 5.2, and Section 5.3, as the case may be, to be satisfied ifsuch failure was caused by such party’s (or any of its Affiliates) failure to act in good faithor use its reasonable best efforts to consummate the Purchase and the other transactionscontemplated by this Agreement.  VI. **TERMINATION**          1. Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may beterminated and abandoned at any time prior to the Closing Date: a. by the mutual written consent of Seller andBuyer;  b. by Seller or Buyer if (i) the Closing shall nothave occurred on or before the six month anniversary of the datehereof (the “Termination Date”) and (ii) the party seeking toterminate this Agreement pursuant to this Section 6.1(b) shallnot have breached in any material respect its obligations under thisAgreement in any manner that shall have proximately caused the failureto consummate the Purchase on or before such date, except that if, asof the Termination Date, all conditions set forth in Section5.1,Section 5.2 and Section 5.3 of this Agreementhave been satisfied or waived (other than those that are satisfied byaction taken at the Closing) other than the conditions set forth in orSection 5.1(b), then either Seller or Buyer may extend theTermination Date to the nine month anniversary of the date
 

 
   hereof, byproviding notice to the other party on or before the Termination Date;  c. by either Seller or Buyer if an order, decree,ruling or injunction shall have been entered permanently restraining,enjoining or otherwise prohibiting the consummation of the Purchaseand such order, decree, ruling or injunction shall have become finaland non-appealable and the party seeking to terminate this Agreementpursuant to this Section 6.1(c) shall have used all reasonablebest efforts to remove such injunction, order, decree or ruling;  d. by Seller, if Buyer shall have breached orfailed to perform in any material respect any of its representations,warranties, covenants or other agreements contained in this Agreement,which breach or failure to perform (i) would result in a failure of acondition set forth in Section 5.1 or Section 5.2 and(ii) cannot be cured by the Termination Date, provided that Sellershall have given Buyer notice, delivered at least forty-five (45) daysprior to such termination, stating Seller’s intention to terminatethis Agreement pursuant to this Section 6.1(d) and the basisfor such termination;  e. by Seller or Buyer, if the Closingshall not have occurred by reason of the condition set forth inSection 5.3(e) not having been satisfied;  f. by Buyer, if Seller shall have breached orfailed to perform in any material respect any of its representations,warranties, covenants or other agreements contained in this Agreement,which breach or failure to perform (i) would result in a failure of acondition set forth in Section 5.1 or Section 5.3 and(ii) cannot be cured by the Termination Date, provided that Buyershall have given Seller notice, delivered at least forty-five (45)days prior to such termination, stating Buyer’s intention to terminatethe Agreement pursuant to this Section 6.1(f) and the basisfor such termination; and  g. by Buyer or Seller, if (i) the AverageTwo-Month Revenue (as defined in Section 1.2 of the SellerDisclosure Schedule) set forth on the Closing Certificate is less thanU.S. $3,600,000 and (ii) the total number of wireless subscribersreported by AACR-DR (calculated in accordance with the sameprinciples, procedures, policies and methods historically used byAACR-DR) at the end of the calendar month prior to the Closing forwhich such subscriber information is available is less than 350,000;it being agreed by Seller that such total number of
 

 
   wireless subscribersfor any calendar month shall be available no later than the 15th day ofthe next calendar month.  h. In the event of termination of this Agreementpursuant to this Section 6.1, this Agreement shall terminate(except for the provisions of Article IX)) and there shall beno other Liability on the part of Seller or Buyer (and its respectiveAffiliates) to the other (and its respective Affiliates), exceptLiability arising out of a breach of this Agreement in which case theaggrieved party shall be entitled to all rights and remedies availableat law or in equity (provided, that in the case of a terminationpursuant to Section 6.1(e), Seller’s sole remedy shall be toreceive payment of the Termination Fee pursuant to Section 6.2and upon receipt by Seller of $9.0 million pursuant to Section6.2, there shall be no other Liability on the part of Seller orBuyer (and their respective Affiliates) other than pursuant to theConfidentiality Agreement as set forth in this Section6.1(h)). In the event of such termination, the ConfidentialityAgreement shall remain in full force and effect (to the extent notpreviously terminated) and shall only terminate pursuant to the termsand conditions set forth therein, and the parties shall be entitled toall rights and remedies specified therein.          2. Termination Fee. Notwithstanding any provision in this Agreement to the contrary if this Agreement isterminated by Buyer or Seller pursuant to Section 6.1(e), then Trilogy InternationalPartners LLC shall pay to Seller a fee equal to $9.0 million in immediately available funds bywire transfer within two Business Days of such termination of this Agreement (so long as Sellershall not have breached in any material respects its obligations under this Agreement, whichbreach cannot be cured by the Termination Date (as may be extended in Section 6.1(b)),provided that Buyer shall have given Seller at least 10 days’ prior notice of such breach priorto termination pursuant to Section 6.1(e)).          3. Amendment or Supplement. This Agreement may be amended or supplemented in writing by Seller and Buyer with respect toany of the terms contained in this Agreement.  VII. **TAX MATTERS**          1. Allocation of Taxes. After the Closing, Seller shall be responsible for, and shall indemnify and hold Buyer andits Affiliates harmless against any Taxes (other than Taxes which have been taken into accountin the Final Net Working Capital and Buyer’s shares of the Taxes
 

 
addressed in Section 7.6) imposed on any of the Related Entities for any taxable periodthat ends on or prior to the Closing Date (each such period, a “Pre-Closing Period”)and, with respect to any taxable period beginning on or before and ending after the Closing Date(a “Straddle Period”), the portion of such Straddle Period deemed to end on the ClosingDate (the “Pre-Closing Portion”) (determined pursuant to Section 7.1(b)). a. In the case of any Straddle Period, the partieshereto shall, to the extent permitted under applicable Law, elect withthe relevant Tax Authority for all Tax purposes to treat the ClosingDate as the last day of the taxable period of each of the RelatedEntities. Where not so permitted, the portion of any Taxes that areallocable to the Pre-Closing Portion shall be either (i) in the caseof Taxes that are imposed on a periodic basis, deemed to be the amountof such Taxes for the entire period (or in the case of such Taxesdetermined on an arrears basis, such as real property Taxes, theamount of such Taxes for the immediately preceding period) multipliedby a fraction the numerator of which is the number of calendar days inthe Pre-Closing Portion and the denominator of which is the number ofcalendar days in the entire Straddle Period or (ii) in all othercases, deemed equal to the amount that would be payable if the taxableperiod ended on and included the Closing Date.  b. Whenever in accordance with this ArticleVII, Seller shall be required to make a payment to Buyer, unlessotherwise specified, such payments shall be made the later of tencalendar days after requested or three calendar days before Buyer orany of the Related Entities is required to pay the related TaxLiability to the relevant Tax Authority.          2. Procedures Relating to Tax Indemnification. If Buyer or any of the Related Entities receives a claim for Taxes, including notice of apending audit, from any Tax Authority (a “Tax Claim”), which, if successful, mightresult in an indemnity payment pursuant to Section 7.1(a) hereof, Buyer shall notifySeller in writing of the Tax Claim within ten calendar days of receipt of such Tax Claim. Ifnotice of a Tax Claim (a “Tax Notice”) is not given to Seller within such period or indetail sufficient to apprise Seller of the nature of the Tax Claim, Seller shall not be liableto Buyer to the extent that Seller’s position would be prejudiced as a result thereof. a. Seller shall control all proceedings involvingany Tax Claim for Taxes of a Related Entity relating to allPre-Closing Periods (including selection of counsel). Withoutlimiting the foregoing, Seller may pursue or forego any and alladministrative appeals, proceedings, hearings and conferences with anyTax Authority
 

 
   with respect thereto and may either pay the Tax Claim and sue for arefund where applicable Law permits such refund suits or contest suchTax Claim in any permissible manner; provided, however, that withrespect to any portion of such Tax Claim that could reasonably beexpected to materially adversely impact Buyer or a Related Entity,Seller shall not settle any such portion of the Tax Claim withoutBuyer’s prior written consent, which consent shall not be unreasonablydelayed, withheld or conditioned.  b. Seller and Buyer shall jointly control and havethe right to participate in all proceedings involving any Tax Claimrelating to Taxes of a Related Entity for a Straddle Period. NeitherSeller nor Buyer shall settle any such Tax Claim without the priorwritten consent of the other, which consent shall not be unreasonablydelayed, withheld or conditioned.  c. With respect to all Tax Claims which Sellercontrols in accordance with Section 7.2(b), Seller shall keepBuyer informed in respect of all material aspects of such Tax Claims,and Buyer and its counsel may participate in all proceedings relatedto any such Tax Claims, at its own expense, that could reasonably beexpected to materially adversely impact Buyer or any of itsAffiliates. Seller shall promptly deliver to Buyer copies of allcorrespondence related to such Tax Claims received or sent by Selleror any Related Entity. If Seller determines that it will not contestsuch a Tax Claim, Seller shall so notify Buyer in a timely fashion andexpressly affirm its obligation to indemnify Buyer in respect of suchTax Claim. Failing such notification, Buyer shall be entitled, butshall not be required, to take actions that it reasonably deemsappropriate to protect its interests. Buyer and its Affiliates shallreasonably cooperate with Seller in contesting any Tax Claim involvinga Related Entity, which cooperation shall include the retention ofrecords in accordance with Section 7.3(c) and (upon Seller’srequest) providing reasonable access to Seller and its representativesof records and information for the Taxes which are relevant to suchTax Claim and making employees available at reasonable times andwithout undue interference with the employer’s business operations toprovide additional information or explanation of any material providedhereunder or to testify at proceedings relating to such Tax Claim.          3. Tax Returns. To the extent not filed prior to the Closing Date, Buyer shall prepare or cause to beprepared and timely file or cause to be filed all Tax Returns that are required to be
 

 
filedby or with respect to the Related Entities for all Pre-Closing Periods (“Pre-ClosingReturns”) and all Tax Returns for any Straddle Periods (“Straddle Period Returns”).All Pre-Closing Returns and Straddle Period Returns shall be prepared, to the extent permittedby Law, in a manner consistent with prior practice. Buyer shall provide Seller with a copy ofany Pre-Closing Returns or Straddle Period Return at least fifteen calendar days prior to thelast date for timely filing such Tax Return (giving effect to any valid extensions thereof)accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation,if any, pursuant to Section 7.1(a). Seller shall provide comments to Buyer in writingto the extent Seller objects to any information contained in any Tax Return or Buyer’scalculation, and Buyer shall incorporate such comments into such Tax Return to the extent suchcomments do not materially adversely impact Buyer. If Seller agrees with Buyer’s calculation ofits indemnification obligation, Seller shall pay to Buyer the amount of Seller’s indemnificationat the time specified in Section 7.1(c). a. Buyer shall pay or cause to be paid when dueand payable all Taxes with respect to all Pre-Closing Returns andStraddle Period Returns that Buyer is responsible for preparing andfiling under Section 7.3(a) (subject to its right ofindemnification from Seller for Taxes pursuant to this ArticleVII).  b. Seller and Buyer shall reasonably cooperate,and shall cause their respective Affiliates, officers, employees,agents, auditors and representatives reasonably to cooperate, inpreparing and filing all Tax Returns, including maintaining and makingavailable to each other all records necessary in connection with Taxesand in resolving all Tax Claims with respect to all taxable periodsrelating to Taxes. Buyer (including its Affiliates and successors)shall (i) retain and maintain all such records including all TaxReturns, schedules and work papers, records and other documents in itspossession relating to Tax matters of the Related Entities for eachPre-Closing Period and for all Straddle Periods until the latest of(A) the expiration of the statute of limitations of the taxableperiods to which such Tax Returns and other documents relate, givingeffect to valid extensions, (B) six years following the due date,giving effect to valid extensions for such Tax Returns or (C) anyapplicable Law which requires retention for a certain period of timeand (ii) allow Seller and its respective agents and representatives(and agents or representatives of any of their Affiliates), uponreasonable notice and at mutually convenient times to inspect, reviewand make copies of such records (at Seller’s expense) as Seller maydeem reasonably necessary or appropriate from time to time. Anyinformation obtained under this Section 7.3(c) shall be keptconfidential except as may be otherwise necessary
 

 
   in connectionwith the filing of Tax Returns or claims for refund or in conducting anaudit or other proceeding.  c. Any Tax refund (including any interest inrespect thereof) received by Buyer or any of its Affiliates includingthe Related Entities, and any amounts credited against Tax to whichany of such parties become entitled (including by way of any amendedTax Returns) that relate to any Taxes for which Seller is liablepursuant to Section 7.1(a) shall be for the account of Seller,and Buyer shall pay to Seller any such refund or the amount of anysuch credit within ten days after receipt of such refund orentitlement to such credit. Buyer shall use its reasonable bestefforts to cooperate, and cause the Related Entities to use theirreasonable best efforts to cooperate, in obtaining any refund orcredit that Seller reasonably believes it is entitled to, including,through filing appropriate forms with the applicable Tax Authority.Any reasonable out-of-pocket expense incurred by Buyer or the RelatedEntities in connection with such activities shall be reimbursed bySeller within ten days of notice by Buyer or the Related Entities ofincurring such expense.          4. Tax Dispute Resolution Mechanism. With respect to any dispute or disagreement between the parties relating to this ArticleVII, the parties shall cooperate in good faith to resolve such dispute between them; but ifthe parties are unable to resolve such dispute, such dispute shall be resolved as follows: Theparties shall submit the dispute to a jointly selected accounting firm experienced in DominicanRepublic Tax Law (the “Settlement Accountants”) for resolution, which resolution shallbe final, conclusive and binding on the parties. If Buyer and Seller cannot agree on theSettlement Accountants, Buyer and Seller shall each submit to their respective accountants thename of an accounting firm that does not at the time and that has not in the prior two yearsprovided services to Seller or Buyer or any of their respective Affiliates, and the SettlementAccountants shall be selected by lot from these two firms. The fees and expenses of theSettlement Accountants in resolving a dispute shall be paid by Buyer and Seller in proportion toeach party’s respective Liability for the portion of the Taxes in dispute, as determined by theSettlement Accountants.          5. Survival of Tax Provisions. Any claim for indemnification to be made pursuant to Section 7.1(a) may be made atany time prior to the expiration of the applicable statute of limitations. Solely for purposesof the indemnity provided in Section 7.1(a), the representations and warranties ofSeller in Section 2.10 shall survive to the expiration of the applicable statute oflimitations.
 

 
          6. Conveyance Taxes.Notwithstanding any other provision of this Agreement to the contrary, all transfer,documentary, sales, use, stamp, registration and other similar Taxes incurred in connection withthe transactions contemplated by this Agreement (collectively, “Conveyance Taxes”) shallbe allocated equally between Buyer and Seller. Buyer shall, at its own expense, file allnecessary Tax Returns with respect to all such Conveyance Taxes and, to the extent required byapplicable Law, Seller shall, and shall cause its Affiliates to, join in the execution of anysuch Tax Returns. For the avoidance of doubt, Conveyance Taxes do not include income Taxes.          7. Section 338(g) Election. Neither Buyer nor any of its Affiliates shall make an election under Section 338(g) of theCode (or any similar provision of the Law of any Tax jurisdiction) with respect to any of theRelated Entities in connection with the transactions contemplated by this Agreement without theprior written consent of Seller.          8. Exclusivity. This Article VII shall exclusively govern all Tax Claims, the retention of Taxrecords of the Related Entities and the determination of, procedures for, and all other mattersrelated to Tax indemnification claims under this Agreement.          9. Tax Sharing Agreements. Any and all existing agreements relating to the allocation or sharing of Taxes (the “TaxSharing Agreements”) between any of the Related Entities and any Person (other than aRelated Entity), and all Liabilities under any such agreements, shall be terminated as of theClosing Date.          10. FIRPTA Certificate. At or prior to the Closing, Seller shall furnish to Buyer an affidavit in accordance with therequirements of Section 1.1445-2(b) of the Treasury Regulations under Section 1445 of the Codecertifying that Seller is not a “foreign person”, as defined in such regulations section.          11. Characterization of Indemnification Payments. Unless otherwise required by Law, any payments made pursuant to Article VII andArticle VIII hereof shall be treated for all Tax purposes as adjustments to the PurchasePrice.  VIII. **INDEMNIFICATION**          1. Survival of Representations, Warranties and Covenants. The representations andwarranties in this Agreement or in any instrument delivered pursuantto this Agreement shall survive the Closing for a period of twelve months;
 

 
provided, however,that the representations and warranties contained in Sections 2.1,2.2,2.3(a) and 2.15 shall survive indefinitely and shall not terminate and therepresentations and warranties in Section 2.10 shall survive as set forth in Section7.5. If any party makes a claim with respect to any specific representation and warrantywithin the time period described in the preceding sentence, and such claim is not completely andfinally resolved prior to the expiration of such time period, such representation or warrantyshall survive solely with respect to any such claim for the period of time beyond such timeperiod sufficient to resolve, completely and finally, the claim relating to such representationor warranty.          2. Indemnification. a. Seller shall indemnify and hold harmless Buyerand its Affiliates and their respective directors, officers,shareholders, partners, members, advisors, agents, representatives andemployees and their successors and permitted assigns, each in theircapacity as such (collectively, the “Seller IndemnifiedParties”) from, against and in respect of any damages, losses,charges, Liabilities, claims, demands, actions, suits, proceedings,payments, judgments, settlements, assessments, deficiencies, Taxes,interest, penalties and expenses (including reasonable costs ofinvestigation and reasonable attorneys’ fees and expenses), other thanany consequential, incidental, lost profits, punitive, indirect orspecial damages (collectively, “Damages”), incurred orsuffered by the Seller Indemnified Party, whether in respect of thirdparty claims, or claims between the parties hereto, provided suchDamages arise out of or relate to (i) any breach of any representationor warranty made by Seller contained in this Agreement or anycertificate delivered pursuant to Section 5.3; (ii) any breachof any covenant or agreement of Seller contained in this Agreement orany certificate delivered pursuant to Section 5.3 or (iii) theitem set forth in Section 8.2(a) of the Seller DisclosureSchedule (the “Scheduled Item”) or any claim arising out ofthe facts, events or circumstances that are the basis of such item.  b. Buyer shall indemnify and hold harmless Sellerand its Affiliates and their respective directors, officers,shareholders, partners, members, advisors, agents, representatives andemployees and their successors and permitted assigns, each in theircapacity as such (collectively, the “Buyer IndemnifiedParties” and, together with the Seller Indemnified Parties, the“Indemnified Parties”) from, against and in respect of for,and will pay to the BuyerIndemnified Parties the amount of any Damages incurred or suffered bythe Seller Indemnified Party, whether in respect of
 

 
   third party claims,or claims between the parties hereto, provided such Damages arise outof or relate to (i) any breach of any representation or warranty madeby Buyer contained in this Agreement or any certificate deliveredpursuant to Section 5.2 or (ii) any breach of any covenant oragreement of Buyer contained in this Agreement or any certificatedelivered pursuant to Section 5.2.  c. Promptly upon the receipt by an IndemnifiedParty under Section 8.2(a) or Section 8.2(b) of anynotice of the commencement of any action, claim or other matterbrought by a third party (a “Third Party Claim”), such Personshall give notice of such Third Party Claim to the party from whomindemnification is sought (the “Indemnifying Party”), but thefailure to give such notice shall not relieve any Indemnifying Partyof any Liability it may have to such Person, except to the extent thedefense of such Third Party Claim is prejudiced by such Person’sfailure to give notice. If an Indemnified Party gives such notice,the Indemnifying Party, upon giving notice to such Indemnified Party,will be entitled to assume the defense of such Third Party Claim withcounsel reasonably satisfactory to the Indemnified Party at theIndemnifying Party’s sole cost and expense and the Indemnifying Partywill be entitled to prosecute, appeal, negotiate, resolve, settle,compromise, arbitrate or otherwise pursue such Third Party Claim, inwhole or in part, subject to and in accordance with the provisions ofthis Agreement. The Indemnifying Party shall be deemed to haveprovided such notice in respect of the Scheduled Item. In furtheranceof the foregoing, with respect to the Scheduled Item, the IndemnifyingParty shall maintain complete control over the defense and prosecutionof any and all confirmation, vacatur, set aside, recognition,enforcement, or execution actions or defenses initiated in connectionwith the Scheduled Item regardless of the jurisdiction which theaction is initiated, and shall maintain complete and exclusive controlover the conduct of the Scheduled Item and of any judicial or othertype of action related in any way to the Scheduled Item. If theIndemnifying Party exercises its rights to assume the defense of suchThird Party Claim (including the Scheduled Item), the IndemnifyingParty shall have no obligation to indemnify or pay for or reimburseany Indemnified Party for any attorneys’ fees, investigation costs orlitigation expenses incurred by the Indemnified Party after theassumption of the defense of such Third Party Claim. The IndemnifiedParty agrees that it will not, without the priorwritten consent of the Indemnifying Party, make any payment to anyPerson in connection with or related
 

 
   to the Scheduled Item until suchtime as the enforceability of any award issued by the arbitral tribunalwith respect to the Scheduled Item shall be considered final and notappealable in the jurisdiction in which enforcement is sought, and thenonly to the extent of the value of the property immediately at risk inthe enforcement action through execution or like process. TheIndemnifying Party agrees that it will not, without the prior writtenconsent of the Indemnified Party, settle, compromise or consent to theentry of any judgment in any pending or threatened Third Party Claim,including the Scheduled Item, relating to the matters contemplatedhereby (if any Indemnified Party is a party thereto or has beenactually threatened to be made a party thereto) unless such settlement,compromise or consent includes an unconditional release of eachIndemnified Party from all Liability arising or that may arise out ofsuch Third Party Claim or provides solely for monetary relief satisfiedby the Indemnifying Party. The Indemnifying Party shall not be liablefor any settlement of any Third Party Claim by an Indemnified Partywithout the Indemnifying Party’s written consent, which shall not beunreasonably withheld.  d. No indemnity shall be payable to anyIndemnified Party with respect to any claim under this Section 8.2resulting from any breach of any representation or warranty unlessand until the aggregate of all Damages due from the Indemnifying Partyexceed $900,000 and then only by Seller to the Buyer IndemnifiedParties and by Buyer to the Seller Indemnified Parties to the extentof such excess; provided, however, that the aggregateamount payable by Seller to the Buyer Indemnified Parties and by Buyerto the Seller Indemnified Parties with respect to claims under thisSection 8.2 resulting from any breach of any representation orwarranty shall not exceed 25 % of the Base Purchase Price;providedfurther, however, that such $900,000deductible and such limitation on the maximum aggregate amount payableto any indemnified party shall not be applicable to (i) Damagesarising out of breaches or inaccuracies in the representations andwarranties contained in Sections 2.1,2.2,2.3(a)and 2.15, (ii) Damages arising out of or resulting fromfraud by the Indemnifying Party, or (iii) Damages arising in respectof the indemnification provided by Section 8.2(a)(iii).  e. Absent fraud, the indemnity provided hereinshall be the sole and exclusive remedy with respect to any Damagessustained or incurred resulting from any breach of any representation,warranty, covenant or obligation made by Seller or Buyer in thisAgreement.
 

 
 f. Notwithstanding anything to the contrary inthis Section 8.2, the above provisions of this Section 8.2shall not apply to Tax indemnification matters and indemnificationshall not be provided under this Section 8.2 for Taxes (orDamages relating to Taxes), all such matters and any suchindemnification being exclusively governed by Article VII.  g. The amount of any Damages payable under thisSection 8.2 by the Indemnifying Party shall be net of anyamounts recovered by the Indemnified Party under applicable insurancepolicies or from third parties and net of any Tax benefits availableto the Indemnified Party as a result of incurring the Damages.  h. The Parties agree that any indemnity paymentspursuant to this Agreement will be treated for Tax purposes as anadjustment to the Initial or the Adjusted Purchase Price, unlessotherwise required by applicable Law.  i. With respect to any indemnification resultingfrom any breach of any representation, warranty, covenant orobligation made by Seller or Buyer in this Agreement, the IndemnifyingParty shall have no Liability unless the Indemnified Party givesnotice to the Indemnifying Party with respect thereto within theapplicable survival period provided for in Section 8.1.  j. Each Indemnified Party shall use its reasonablebest efforts, at the expense of the Indemnifying Party, to mitigateany claim or liability that an Indemnified Party asserts or isreasonably likely to assert under this Article VIII, providedthat in no event shall an Indemnified Party be required to take anyaction that would be reasonably likely to have an adverse effect onits business, properties, assets, operations, or condition (financialor otherwise) or those of any Related Entity.  k. The right to indemnification or other remedybased on the representations, warranties, covenants and agreementsherein will not be affected by any investigation conducted withrespect to, or any Knowledge acquired by Buyer of Seller, as the casemay be, at any time, whether before or after the execution anddelivery of this Agreement, with respect to the accuracy or inaccuracyof, or compliance with, any such representation, warranty, covenant oragreement.
 

 
  IX. **MISCELLANEOUS**          1. Expenses.Whether or not the Purchase is consummated, all costs and expenses incurred in connectionwith the Purchase, this Agreement and the transactions contemplated hereby shall be paid by theparty incurring or required to incur such expenses, and Seller shall pay and be responsible forall fees and expenses of investment bankers, attorneys, accountants and other advisors, in eachcase solely to the extent incurred prior to the Closing by the Related Entities in connectionwith the transactions contemplated by this Agreement. Notwithstanding anything in thisAgreement to the contrary, each of Seller and Buyer agree that the non-prevailing party in anylitigation arising out of this Agreement shall reimburse the prevailing party for its expensesrelating to the litigation, including reasonable attorneys’ fees and expenses, court costs andreasonable expert witness fees and expenses.          2. Certain Defined Terms. For the purposes of this Agreement, unless the context requires otherwise, the followingterms shall have the following meanings:     “Affiliate” shall mean, as to any Person, any other Person which, directly orindirectly, controls, or is controlled by, or is under common control with, such Person. Asused in this definition, “control” (including, with its correlative meanings,“controlled by” and “under common control with”) shall mean the possession,directly or indirectly, of the power to direct or cause the direction of management or policiesof a Person, whether through the ownership of securities or partnership of other ownershipinterests, by contract or otherwise.     “Business Day” shall mean any day other than a Saturday, Sunday or day on whichbanking institutions in New York, New York are authorized or obligated by Law or executive orderto be closed.     “Knowledge” shall mean the actual knowledge of (a) in the case of Seller, Parent,Seller, any Related Entity and any executive officer of the foregoing, or (b) in the case ofBuyer, Buyer, its Subsidiaries and any executive officer of the foregoing, in the case of both(a) and (b) that such parties have or would have after a reasonable investigation, whether ornot in fact such investigation was made.     “Person” shall mean an individual, a corporation, a partnership, an association, atrust or any other entity, group or organization, including a Governmental Entity.     “Subsidiary” shall mean, with respect to any party, any corporation, partnership,limited liability company, association, trust or other form of legal entity of which (i) morethan 50% of the outstanding voting securities are directly or indirectly owned by such party, or(ii) such party or any Subsidiary of such party is a general partner(excluding partnerships in which such party or any Subsidiary of such party does not have amajority of the voting interests in such partnership).
 

 
          3. Counterparts; Effectiveness.This Agreement may be executed in two or more counterparts (including by facsimile), each ofwhich shall be an original, with the same effect as if the signatures thereto and hereto wereupon the same instrument, and shall become effective when one or more counterparts have beensigned by each of the parties and delivered (by facsimile or otherwise) to the other parties.          4. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State ofNew York, regardless of the Laws that might otherwise govern under applicable principles ofconflict of Laws thereof.          5. Submission to Jurisdiction. Each of the parties hereto unconditionally and irrevocably (a) consents to submit itself tothe jurisdiction of any federal or state court located in the State of New York (“New YorkCourt”) in the event of any dispute arising out of or relating to this Agreement or any ofthe transactions contemplated by this Agreement, or the breach, termination or validity thereof,(b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or otherrequest for leave from any such New York Court and irrevocably waives any objections which itmay have now or in the future to the jurisdiction of any New York Court including objections byreason of lack of jurisdiction, improper venue, or inconvenient forum and (c) agrees that itwill not bring any action relating to this Agreement or any of the transactions contemplated bythis Agreement in any court other than a New York Court, except for an action to enforce anorder or judgment of a New York Court.          6. Specific Performance. Each of Seller and Buyer recognizes and acknowledges that a breach by it of any covenants oragreements contained in this Agreement will cause the other party to sustain damages for whichit would not have an adequate remedy at law for money damages, and therefore each of Seller andBuyer agrees that in the event of any such breach, the aggrieved party shall be entitled tospecific performance of such covenants and agreements and injunctive and other equitable reliefin addition to any other remedy to which it may be entitled, at law or in equity. It isaccordingly agreed that the parties shall be entitled to an injunction or injunctions to preventbreaches of this Agreement in any New York Court.          7. Waiver of Jury Trial. Each of Seller and Buyer hereby irrevocably waives all right to trial by jury in any action,suit, proceeding or counterclaim (whether based on contract, tort or otherwise)arising out of or relating to this Agreement or any of the transactions contemplated by thisAgreement the actions of Seller and Buyer in the negotiation, administration, performance andenforcement hereof.
 

 
          8. Notices.Any notice required to be given hereunder shall be in writing, and sent by facsimiletransmission (provided that any notice received by facsimile transmission or otherwise at theaddressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall bedeemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), byreliable overnight delivery service (with proof of service), hand delivery or certified orregistered mail (return receipt requested and first-class postage prepaid), addressed asfollows:To Buyer:Trilogy International Partners LLC